TRW Announces Commencement of Secondary Common Stock Offering

LIVONIA, Mich., Feb. 20, 2013 /PRNewswire/ -- TRW Automotive Holdings Corp. (NYSE: TRW) today announced the underwritten public offering of 10,000,000 shares of its common stock held by Automotive Investors L.L.C., an affiliate of The Blackstone Group L.P., and certain members of TRW management pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "Offering").  Automotive Investors L.L.C. and certain members of management have granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock to cover over-allotments, if any.  TRW will not receive any proceeds from the Offering, and its total number of shares of common stock outstanding will not materially change as a result of the Offering.     

BofA Merrill Lynch and Morgan Stanley are acting as book-running managers and underwriters for the Offering.  A prospectus supplement relating to the Offering will be filed with the Securities and Exchange Commission.  Copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained by mail from either BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com or from Morgan Stanley at Prospectus dept: 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department, or by calling (866) 718-1649, or by emailing prospectus@morganstanley.com.  The Company has disclosed in the prospectus supplement that depending on market conditions, it may offer debt securities issued by the Company or its subsidiaries in registered transactions or in private offerings pursuant to applicable securities laws.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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 2012 sales of $16.4 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 25 countries and employs approximately 65,000 people 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 could cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (our "Form 10-K") such as: any developments related to antitrust investigations adversely affecting our financial condition, results, cash flows or reputation; economic conditions adversely affecting our business, results or the viability of our supply base; the unsuccessful implementation of our current expansion efforts adversely impacting our business or results; any shortage of supplies causing a production disruption for any customers or us; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; risks associated with non-U.S. operations, including economic and political uncertainty in some regions, adversely affecting our business, results or financial condition; any inability to protect our intellectual property rights adversely affecting our business or our competitive position; the loss of any of our largest customers materially adversely affecting us; commodity inflationary pressures adversely affecting our profitability or supply base; pricing pressures from our customers adversely affecting our profitability; costs of product liability, warranty and recall claims and efforts by customers to adversely alter contract terms and conditions concerning warranty and recall participation; costs  or adverse effects on our business, reputation and results from governmental regulations; costs or liabilities relating to environmental, health and safety regulations adversely affecting our results; any increase in the expense of our pension and other postretirement benefits or the funding requirements of our pension plans reducing our profitability; work stoppages or other labor issues at our facilities or at the facilities of our customers or those in our supply chain adversely affecting our business or results; any disruption in our information technology systems adversely impacting our business and operations; any impairment of a significant amount of our goodwill or other intangible assets; and other risks and uncertainties set forth in our Form 10-K and in our other filings with the U.S. Securities and Exchange Commission.  We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.      

SOURCE TRW Automotive Holdings Corp.



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