ZF North America Capital Inc.: TRW Automotive Inc. and ZF North America Capital, Inc. launch cash tender offers to spend up to $ 900 million cash for their 2020, 2021, 2022, 2023, 2025 notes guarantee

Dienstag, 21.11.2017 14:45

EQS-News: ZF North America Capital Inc. / Key word(s): Bond/Tender Offer ZF North America Capital Inc.: TRW Automotive Inc. and ZF North America Capital, Inc. launch cash tender offers to spend up to $ 900 million cash for their 2020, 2021, 2022, 2023, 2025 notes guaranteed by ZF Friedrichshafen AG 21.11.2017 / 14:41 The issuer is solely responsible for the content of this announcement.


TRW Automotive Inc. and ZF North America Capital, Inc. launch cash tender offers to spend up to $ 900 million cash for their 2020, 2021, 2022, 2023, 2025 notes guaranteed by ZF Friedrichshafen AG

November 21, 2017

ZF Friedrichshafen AG is continuing to use its strong liquidity position to reduce gross debt, by today commencing a cash tender offer to purchase up to $ 900 million in aggregate purchase price (excluding accrued interest) fortheU.S. dollar denominated notes due 2020, 2021, 2022, 2023, 2025 issued by its subsidiaries, TRW Automotive Inc. and ZF North America Capital, Inc., which are guaranteed by ZF Friedrichshafen AG.

Today's announcement is part of ZF Friedrichshafen AG's ongoing capital management and follows yesterday's announcement by ZF North America Capital, Inc. of a make-whole redemption of $ 425,000,000 in aggregate principal amount of its 4.000% Notes due 2020.

TRW Automotive Inc. and ZF North America Capital, Inc. (each a "Company" and together, the "Companies") are making the offers to purchase the outstanding securities listed in the tables below, each guaranteed by ZF Friedrichshafen AG (the "Securities"). The terms and conditions of the offers are described in the offer to purchase (the "Offer to Purchase"),dated as of today. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

1. Any and All Offer

TRW Automotive Inc. is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Notice of Guaranteed Delivery, any and all of the outstanding Securities listed in the table below (the "Any and All Securities"):

Title of Security Issuer and Offeror   CUSIP/ISIN Outstanding Principal Amount Any and All Consideration per $ 1,000
4.500% Senior Notes due 2021 TRW Automotive Inc. 87264MAJ8 US87264MAJ80/ USU55440AE82   $ 118,743,000 $ 1,056.25
4.450% Senior Notes due 2023 TRW Automotive Inc. 87264MAK US87264MAK53/ USU55440AF57 $ 42,534,000 $ 1,067.50

The offer for the Any and All Securities (the "Any and All Offer") will expire at 5pm, New York City time, on November 29, 2017, unless extended or earlier terminated. The consideration for the Any and All Securities will be as set forth in the table above. Holders will also receive Accrued Interest on the settlement date for the Any and All Offer. The settlement date for the Any and All Offer is expected to be December 1, 2017 (or December 4, 2017 in the case of Any and All Securities delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase).

2. Capped Tender Offer

ZF North America Capital, Inc. is offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, a maximum principal amount of Securities such that the aggregate purchase price (excluding Accrued Interest) to be paid for the Securities shown in the table below (the "Capped Tender Securities") is equal to $ 900,000,000 less the aggregate purchase price paid for the aggregate principal amount of Any and All Securities purchased in the Any and All Offer (the "Maximum Tender Amount"). In addition, the offer to purchase the 4.000% Notes due 2020 is subject to an aggregate purchase price limit of $ 200,000,000.

Holders of the 4.000% Notes due 2020 will only be able to participate in the Capped Tender Offer with Notes that have not been selected to be redeemed pursuant to the make-whole redemption.

Title of Security Issuer and Offeror ISIN/CUSIP Accep- tance Priority Level Outstanding Principal Amount Capped Tender Early Tender Consideration per $ 1,000   Capped Tender Consideration per $ 1,000
Regulation S Notes Rule 144A Notes
4.500% Notes due 2022 ZF North America Capital, Inc.   USU98737AB20 U98737AB2 US98877DAB10 98877DAB1 1 $ 962,187,000 $ 1,067.50 $ 1,037.50
4.750% Notes due 2025 ZF North America Capital, Inc.   USU98737AC03 U98737AC0 US98877DAC92 98877DAC9 1 $ 1,440,839,000 $ 1,073.75 $ 1,043.75
4.000% Notes due 2020 ZF North America Capital, Inc. USU98737AA47 U98737AA4 US98877DAA37 98877DAA3 2 $ 973,514,000 $ 1,039.89 $ 1,009.89

The offer for the Capped Tender Securities (the "Capped Tender Offer") will expire at 11:59pm, New York City time on December 19, 2017, unless extended or earlier terminated (the "Capped Tender Offer Expiration Date").However, in order to receive the Capped Tender Early Tender Consideration (as defined below), which includes the $30 per $ 1,000 per early tender payment referred to below, Holders must tender by 5pm, New York City time on December 5, 2017 (the "Capped Tender Early Tender Deadline").

The consideration ("Capped Tender Early Tender Consideration") for Capped Tender Securities validly tendered and not validly withdrawn at or prior to the Capped Tender Early Tender Deadline and accepted for purchase by the relevant Company will be as set forth in the table above.

The consideration for each $ 1,000 principal amount of each series of Capped Tender Securities validly tendered after the Capped Tender Early Tender Deadline but at or prior to the Capped Tender Expiration Date and accepted for purchase by the relevant Company is equal to the Capped Tender Early Tender Consideration for such Capped Tender Securities minus $30 per $ 1,000 and as set forth in the table above.

Holders will also receive Accrued Interest on the relevant settlement date for the Capped Tender Offer.

The amount of each series of Capped Tender Securities that is purchased will be based on the Maximum Tender Amount and the order of priority for such series as set forth in the table above, provided that any Capped Tender Securities tendered at or prior to the Capped Tender Early Tender Deadline will be accepted for purchase in priority to any Capped Tender Securities tendered after the Capped Tender Early Tender Deadline, even if such Capped Tender Securities tendered following the Capped Tender Early Tender Deadline have a higher Acceptance Priority Level than Capped Tender Securities tendered on or prior to the Capped Tender Early Tender Deadline. If the Capped Tender Offer is oversubscribed, then the Capped Tender Securities will be subject to proration as described in the Offer to Purchase.

If the Capped Tender Offer is fully subscribed as of the Capped Tender Early Tender Deadline, Holders who validly tender Capped Tender Securities after the Capped Tender Early Tender Deadline will not have any of their Capped Tender Securities accepted for purchase.

ZF North America Capital, Inc. may elect after the Capped Tender Early Tender Deadline and at or prior to the Capped Tender Expiration Date to accept the Capped Tender Securities validly tendered at or prior to the Capped Tender Early Tender Deadline. If ZF North America Capital, Inc. exercises this right, the Capped Tender Securities tendered prior to the Capped Tender Early Tender Deadline will be settled promptly thereafter, expected to be on or about December 7, 2017. If this right is not exercised, the Capped Tender Offer will be settled promptly after the Capped Tender Expiration Date, expected to be on or about December 19, 2017.

Both offers

The offers are subject to the satisfaction of certain conditions set forth in the Offer to Purchase. If any of the conditions are not satisfied or waived by the Companies, the Companies will not be obligated to accept for purchase, purchase or pay for validly tendered Securities, in each case subject to applicable laws, and may terminate the offers. The offers are not conditioned on the tender of a minimum principal amount of Securities.

Following consummation of the offers, the Securities that are purchased in the offers will be retired and cancelled and no longer remain outstanding.

The above dates and times are subject, where applicable, to the right of the Companies to extend, reopen, amend, and/or terminate the offers, subject to applicable laws. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions to participate in, or withdraw their instruction to participate in, the offers before the deadlines set out above.

Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the offers. Holders of Securities may access the Offer to Purchase and the form of Notice of Guaranteed Delivery (as described in the Offer to Purchase) at http://www.dfking.com/zf.

The Lead Dealer Managers for the offers are Citigroup Global Markets Limited and J.P. Morgan Securities LLC. The Dealer Managers are Deutsche Bank Securities Inc., MUFG Securities Americas Inc. and RBS Securities Inc.

Questions regarding the offers may be directed to:

Citigroup Global Markets Limited Telephone London: +44 20 7986 8969img Telephone New York: +1 212 723 6106img Toll free: +1 800 558 3745img E-mail: liabilitymanagement.europe@citi.com J.P. Morgan Securities LLC Telephone New York: +1 212 834 3424img Toll Free: +1 866 834 4666img Telephone London: +44 207 134 2468img E-mail: emea.lm@jpmorgan.com

Copies of the Offer to Purchase and the Notice of Guaranteed Delivery (in relation to the Any and All Offer) may be obtained from the Information and Tender Agent, D.F. King & Co., Inc. at +1 877-478-5044img (toll free) or +1 212-269-5550img (collect) or in writing at 48 Wall Street 22nd Floor, New York, New York 10005.

ZF Friedrichshafen AG Graf-von-Soden-Platz 1 88046 Friedrichshafen Germany
TRW Automotive Inc. 12001 Tech Center Drive Livonia, Michigan 48150 United States ZF North America Capital, Inc. 15811 Centennial Drive Northville, Michigan 48168 United States

 

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Securities or any other securities. The Companies are making the offers only by, and pursuant to, the terms of the Offer to Purchase and, in the case of the Any and All Offer, the Notice of Guaranteed Delivery. The offers are not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Companies, ZF Friedrichshafen AG, the Dealer Managers or the Information and Tender Agent is making any recommendation as to whether Holders should tender or refrain from tendering their Securities in response to the Offers or how much they should tender. Each Holder must make his, her or its own decision as to whether to tender or refrain from tendering Securities and, if a Holder determines to tender, as to how many Securities of each Series to tender.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Companies, ZF Friedrichshafen AG, the Dealer Managers and Information and Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the "Relevant Persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the Offers are only available to Relevant Persons and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons, and this Offer to Purchase must not be relied or acted upon by persons other than Relevant Persons.

Belgium

None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers in respect of each Series of Securities have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Authorite des services et marches financiers/Autoriteit financiele diensten en markten") and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purposes or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offers in respect of each Series of Securities have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Offer to Purchase has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act")and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").The Offers are also being carried out in compliance with article 35- bis, paragraph 7 of the Issuers' Regulation. A holder of Securities located in the Republic of Italy can tender Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offers.

General

Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or its affiliate is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of the relevant Company by such Dealer Manager or such affiliate, as the case may be, and no Offer is made in any such jurisdiction where the relevant Dealer Manager or its affiliate is not so licensed.


21.11.2017 Dissemination of Corporate News, transmitted by EQS - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The EQS Distribution Services include Regulatory Announcements, Corporate News and Press Releases. Archive at www.dgap.de/international


Language: English
Company: ZF North America Capital Inc.
15811 Centennial Drive
MI 48168 Northville
United States
E-mail: investor.relations@zf.com
ISIN: DE000A14J7F8, DE000A14J7G6
WKN: A14J7F, A14J7G
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Luxemburg
 
End of News EQS News Service

631449  21.11.2017 

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