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TRW > SEC Filings for TRW > Form 8-K on 9-Aug-2013All Recent SEC Filings

Show all filings for TRW AUTOMOTIVE HOLDINGS CORP

Form 8-K for TRW AUTOMOTIVE HOLDINGS CORP


9-Aug-2013

Other Events, Financial Statements and Exhibits


ITEM 8.01. OTHER EVENTS.

On August 5, 2013, TRW Automotive Holdings Corp. (the "Company"), Automotive Investors L.L.C., an affiliate of The Blackstone Group L.P. ("AI LLC"), and certain executive officers of the Company entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. (the "Underwriter"). Pursuant to the Underwriting Agreement, AI LLC and certain executive officers of the Company agreed to sell to the Underwriter 10,900,000 shares of the Company's common stock in a registered secondary public offering (the "Offering") pursuant to the Company's shelf registration statement on Form S-3 filed on August 10, 2012 (File No. 333-183222). The closing of the Offering occurred on August 9, 2013.

The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Underwriting Agreement, and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

An opinion of Simpson Thacher & Bartlett LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

On August 5, 2013, the Company announced the Offering by press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.                              Description

1.1*          Underwriting Agreement, dated August 5, 2013, among TRW Automotive
              Holdings Corp., the selling stockholders named therein and
              Citigroup Global Markets Inc.

5.1*          Opinion of Simpson Thacher & Bartlett LLP

23.1*         Consent of Simpson Thacher & Bartlett LLP (included as part of
              Exhibit 5.1)

99.1*         Press Release of TRW Automotive Holdings Corp. dated August 5,
              2013



* Filed herewith


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