Current Report
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
August 17, 2009
TRW Automotive Holdings Corp.
Delaware
| 001-31970 | 81-0597059 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 12001 Tech Center Drive, Livonia, Michigan | 48150 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(734) 855-2600
Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Press Release of TRW Automotive Holdings Corp. dated August 17, 2009
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ITEM 8.01. OTHER EVENTS.
On August 17, 2009, TRW Automotive Holdings Corp. announced the closing of its underwritten
registered public offering of 16,100,000 shares of its common stock, which included 2,100,000
shares sold pursuant to the exercise of the underwriters’ over-allotment option.
The text of the press release announcing the completion of the public offering, which is attached
hereto as Exhibit 99.1, is incorporated by reference herein in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | |
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99.1
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Press release of TRW Automotive Holdings Corp. dated August 17, 2009 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRW AUTOMOTIVE HOLDINGS CORP.
Dated: August 17, 2009
By:
/s/ Joseph S. Cantie
Joseph S. Cantie
Executive Vice President and
Chief Financial Officer
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Index to Exhibits
Exhibit No.
Description
99.1
Press release of TRW Automotive Holdings Corp. dated August 17,
2009
Exhibit 99.1
|
News Release
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TRW Automotive
12001 Tech Center Drive Livonia, MI 48150 |
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Investor Relations Contact:
Mark Oswald
(734) 855-3140
Mark Oswald
(734) 855-3140
Media Contact:
John Wilkerson
(734) 855-3864
John Wilkerson
(734) 855-3864
TRW Completes Public Offering, Raising Approximately $269 Million in Net Proceeds
LIVONIA, MICHIGAN, August 17, 2009
— TRW Automotive Holdings Corp. (NYSE: TRW), today announced
that it successfully completed its previously announced public offering of 16,100,000 shares of
common stock at a price of $17.50 per share to the public. The number of shares included
2,100,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option.
The Company received approximately $269 million in net proceeds from the offering. In accordance
with the terms outlined in the Company’s credit agreement, approximately $87 million of the net
proceeds will be used to repay borrowings under its term loan A facility and term loan B
facility. The remaining proceeds will be used to repay borrowings under the Company’s revolving
credit facility.
J.P. Morgan, Goldman, Sachs & Co. and BofA Merrill Lynch were joint book-running managers
for the offering. The shares were offered pursuant to an effective shelf registration statement
that was previously filed with the Securities and Exchange Commission. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall
there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
About TRW
With 2008 sales of $15.0 billion, TRW Automotive ranks among the world’s leading automotive
suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries,
operates in 26 countries and employs approximately 60,000 people
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worldwide. TRW Automotive products include integrated vehicle control and driver assist systems,
braking systems, steering systems, suspension systems, occupant safety systems (seat belts and
airbags), electronics, engine components, fastening systems and aftermarket replacement parts and
services. All references to “TRW Automotive”, “TRW” or the “Company” in this press release refer
to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated.
Forward-Looking Statements
This release contains statements that are not statements of historical fact, but instead are
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. We caution readers not to place undue reliance on these statements, which speak
only as of the date hereof. All forward-looking statements are subject to numerous assumptions,
risks and uncertainties which can cause our actual results to differ materially from those
suggested by the forward-looking statements, including those set forth in our Report on Form 10-K
for the fiscal year ended December 31, 2008 (our “Form 10-K”) , and in our Reports on Form 10-Q
for the quarters ended April 3 and July 3, 2009, such as: any prolonged contraction in automotive
sales and production adversely affecting our results, liquidity or the viability of our supply
base; the financial condition of OEMs, particularly the Detroit Three, adversely affecting us or
the viability of our supply base; disruptions in the financial markets adversely impacting the
availability and cost of credit negatively affecting our business; our substantial debt and
resulting vulnerability to economic or industry downturns and to rising interest rates;
escalating pricing pressures from our customers; commodity inflationary pressures adversely
affecting our profitability and supply base; our dependence on our largest customers; any
impairment of a significant amount of our goodwill or other intangible assets; costs of product
liability, warranty and recall claims and efforts by customers to adversely alter contract terms
and conditions concerning warranty and recall participation; strengthening of the U.S. dollar and
other foreign currency exchange rate fluctuations impacting our results; any increase in the
expense and funding requirements of our pension and other postretirement benefits; risks
associated with non-U.S. operations, including foreign exchange risks and economic uncertainty in
some regions; work stoppages or other labor issues at our facilities or at the facilities of our
customers or suppliers; volatility in our annual effective tax rate resulting from a change in
earnings mix or other factors; costs or liabilities
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relating to environmental and safety regulations; assertions by or against us relating to
intellectual property rights; the possibility that our largest stockholder’s interests will
conflict with our or our other stockholders’ interests; and other risks and uncertainties set
forth in our Form 10-K and in our other filings with the Securities and Exchange Commission. We
do not undertake any obligation to release publicly any update or revision to any of the
forward-looking statements.
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