FWP 1 a06-20590_17fwp.htm FILING UNDER SECURITIES ACT RULES 163/433 OF FREE WRITING PROSPECTUSES

Filed Pursuant to Rule 433
Registration No. 333-134553

FX Range Note

 

(“6-Month EUR/USD Range Note”)

Final Terms and Conditions

100% Principal-Protected

October 18, 2006

 

Contact: +1 (212) 526 5641

 

Lehman Brothers Holdings Inc. has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus dated May 30, 2006, the prospectus supplement dated May 30, 2006 for its Medium Term Notes, Series I, and other documents Lehman Brothers Holdings Inc. has filed with the SEC for more complete information about Lehman Brothers Holdings Inc. and this offering.  Buyers should rely upon the prospectus, prospectus supplement and any relevant free writing prospectus for complete details.  You may get these documents and other documents Lehman Brothers Holdings Inc. has filed for free by searching the SEC online database (EDGAR®) at www.sec.gov, with “Lehman Brothers Holdings Inc.” as a search term.  Alternatively, Lehman Brothers Inc. or any other dealer participating in the offering will arrange to send you the prospectus, prospectus supplement and final pricing supplement (when completed) if you request it by calling your Lehman Brothers sales representative, such other dealer or 1-888-603-5847.

 

 

Summary Description

 

This note enables an investor to take a view on the trading range of the EUR/USD spot exchange rate (the Reference Exchange Rate).  The investor will receive a return of 6.0% on the Maturity Date (equivalent to a 12.0% per annum return) if the Reference Exchange Rate has traded strictly within the Reference Range from and including 10:00 a.m. EST on the Start Date to but excluding 10:00 a.m. EST on the End Date as observed on the continuous trading EBS (Electronic Broking Service) Spot Dealing System.  If the Reference Exchange rate trades outside the Reference Range (or on either of the Reference Range boundaries) on any day from and including 10:00 a.m. EST on the Start Date, to but excluding 10:00 a.m. EST on the End Date, as observed on the continuous trading EBS Spot Dealing System, then the investor would receive zero return on the notes.  The notes are 100% principal protected if held to maturity.

 

Issuer

 

Lehman Brothers Holdings Inc. (A1, A+, A+)

 

 

 

Issue Size

 

USD 10,000,000

 

 

 

Issue Price

 

100%

 

 

 

Principal Protection

 

100%

 

 

 

Trade Date

 

October 18, 2006

 

 

 

Issue Date

 

October 27, 2006

 

 

 

Start Date

 

October 18, 2006

 

 

 

End Date

 

April 18, 2007

 

 

 

Maturity Date

 

April 27, 2007

 

 

 

Reference Currency

 

Euro (EUR)

 

 

 

Reference Exchange Rate

 

The spot exchange rate for the Reference Currency quoted against the U.S. dollar expressed as number of USD per 1 EUR.

 

 

 

Range Initial Fixing (RIF)

 

1.2517, the Reference Exchange Rate observed on the Start Date in accordance with the Settlement Rate Option

 




 

Reference Range

 

From (but excluding) the Range Lower Boundary to (but excluding) the Range Upper Boundary

 

 

 

Range Lower Boundary

 

1.1917 (RIF- 0.0600)

 

 

 

Range Upper Boundary

 

1.3117 (RIF+ 0.0600)

 

 

 

Redemption Amount

 

A single U.S. dollar payment on the Maturity Date equal to the principal amount of each note, plus the Additional Amount, if any

 

 

 

Additional Amount

 

The principal amount of each note multiplied by:

 

 

 

 

 

6.0%

 

if the Reference Exchange Rate has traded strictly within the Reference Range from and including 10:00 a.m. EST on the Start Date to but excluding 10:00 a.m. EST on the End Date,as observed on the continuous trading EBS (Electronic Broking Service) Spot Dealing System; or

 

 

0%

 

if the Reference Exchange Rate trades outside the Reference Range (or on either the Range Lower Boundary or the Range Upper Boundary) on any day from and including 10:00 a.m. EST on the Start Date to but excluding 10:00 a.m. EST on the End Date, as observed on the continuous trading EBS Spot Dealing System

 

 

 

Settlement Rate Option and Valuation Business Day:

 

 

 

 

Reference Currency

 

Screen Reference

 

Valuation Business Day

 

 

EUR

 

1FED

 

New York

 

 

 

 

 

For further information concerning the Settlement Rate Option and Valuation Business Day, see “Description of the Notes—Currency-Indexed Notes” in, and Appendix A to, the prospectus supplement dated May 30, 2006 for the Issuer’s Medium Term Notes, Series I.

 

 

 

Business Day

 

New York

 

 

 

Business Day Convention

 

Following

 

 

 

Disruption Event

 

Upon the occurrence of a Disruption Event with respect to the Reference Currency on any day from and including 10:00 a.m. EST on the Start Date to but excluding the earlier of (a) 10:00 a.m. EST on the End Date and (b) the time on any day at which the Reference Exchange Rate first trades outside the Reference Range (or on either the Range Lower Boundary or Range Upper Boundary), and for so long as such Disruption Event is continuing, the Reference Exchange Rate for each such day will be a single daily spot exchange rate determined by the Calculation Agent in accordance with the Fallback Rate Observation Methodology, as defined under “Description of the Notes—Currency-Indexed Notes” in the prospectus supplement dated May 30, 2006 for the Issuer’s Medium Term Notes, Series I.

 

 

 

 

 

A “Disruption Event” means any of the following events, as determined in good faith by the Calculation Agent:

 

 

 

 

 

(A)

the occurrence and/or existence of an event on any day that has the effect of preventing or making impossible the conversion of the Reference Currency into USD through customary legal channels; or

 

 

 

 

 

 

(B)

the occurrence of any event causing the Reference Exchange Rate to be split into dual or multiple currency exchange rates.

 

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Price Source Unavailability Event

 

Upon the occurrence of a Price Source Unavailability Event on any day from and including 10:00 a.m. EST on the Start Date to but excluding the earlier of (a) 10:00 a.m. EST on the End Date and (b) the time on any day at which the Reference Exchange Rate first trades outside the Reference Range (or on either the Range Lower Boundary or Range Upper Boundary), and for so long as such Price Source Unavailability Event is continuing, the Reference Exchange Rate for each such day will be a single daily spot exchange rate determined by the Calculation Agent in accordance with the Settlement Rate Option on that day. If the Reference Exchange Rate is not available in accordance with the Settlement Rate Option on such day, the Reference Exchange Rate for such day will be a daily spot exchange rate determined by the Calculation Agent in accordance with the Fallback Rate Observation Methodology as defined under “Description of the Notes—Currency-Indexed Notes” in the prospectus supplement dated May 30, 2006 for the Issuer’s Medium Term Notes, Series I.

 

 

 

 

 

A “Price Source Unavailability Event” means, as determined in good faith by the Calculation Agent, the Reference Exchange Rate being unavailable, or the occurrence of an event (other than an event constituting a Disruption Event) that generally makes it impossible to obtain the Reference Exchange Rate, on the EBS Spot Dealing System.

 

 

 

 

 

 

 

 

Calculation Agent

 

Lehman Brothers Inc.

 

 

 

Underwriter

 

Lehman Brothers Inc.

 

 

 

Identifier

 

CUSIP:

 

52517PN31

 

 

 

 

 

 

 

ISIN:

 

US52517PN316

 

 

 

 

 

Settlement System

 

DTC

 

 

 

Listing

 

Not Applicable

 

 

 

Denominations

 

USD 1,000 and whole multiples of USD 1,000

 

 

 

Issue Type

 

US MTN

 

Certain United States Federal Income Tax Consequences

 

It is expected that the notes will be treated as short-term debt securities as described under “United States Federal Income Tax Consequences—Debt Securities—Short-Term Debt Securities” in the prospectus dated May 30, 2006. No statutory, judicial or administrative authority directly addresses the treatment of such notes or instruments similar thereto for U.S. federal income tax purposes, and no ruling will be requested from the Internal Revenue Service with respect to the notes. As a result, certain aspects of the U.S. federal income tax consequences of an investment in such notes are uncertain. Any differing treatment could affect the amount, timing, and character of income with respect to the notes.

 

It is not clear to what extent holders required to accrue discount will be required to accrue income with respect to the notes or the extent to which any gain realized by holders on the sale, exchange or maturity of the notes would be treated as capital gain or ordinary income. Gain realized by a holder who has held the notes during their entire term to maturity is likely to be treated as ordinary income. Any loss realized by such holder upon maturity would likely be treated as capital loss, except possibly to the extent of amounts, if any, previously included in income. Holders should consult their tax advisors regarding the proper treatment of amounts paid in respect of the notes.

 

Historical Exchange Rate

 

The following chart shows the weekly spot exchange rates for EUR/USD, expressed as the amount of USD per one EUR, in the period from the week ending October 12, 2003 to the week ending October 15, 2006, using historical data obtained from Reuters.The historical data on EUR/USD spot exchange rate is not necessarily indicative of the future performance of the EUR/USD spot exchange rate or what the value of the notes may be. In addition, whether the Additional Amount is payable on the Maturity Date is determined based on individual trades falling strictly within the specified Reference Range over the period from and including 10:00 am EST on the Start Date to but excluding 10:00 am EST on the End Date, as observed on the continuous trading EBS Spot Dealing System. Individual trades over the course of time will vary higher and lower than the weekly exchange rates listed in the following chart. Fluctuations in exchange rates make it difficult to

 

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predict whether the Additional Amount will be payable on the Maturity Date. Historical exchange rate fluctuations may be greater or lesser than those experienced by the holders of the notes.

 

 

 

 

Hypothetical Redemption Amount Payment Example

 

The following Redemption Amount payment graph for this note shows scenarios for the Redemption Amount that will be payable on the notes, based on a hypothetical EUR/USD trading range between the Start Date and End Date. The Range Initial Fixing (1.2517) was determined by observing Reuters page 1FED on the Start Date, in accordance with the Settlement Rate Option, the Range Lower Boundary (1.1917) was set on on the Start Date at the Range Initial Fixing — 0.0600, and Range Upper Boundary (1.3117) was set on the Start Date at the Range Initial Fixing + 0.0600, a total range width of 0.1200. The Additional Amount payable on the Maturity Date (provided that the Reference Exchange Rate has traded strictly within the Reference Range from and including 10:00 a.m. EST on the Start Date to but excluding 10:00 a.m. EST on the End Date) was also set on the Start Date at 6.0% of the principal amount of the notes. The hypothetical EUR/USD trading range has been chosen arbitrarily for the purpose of this example, is not associated with Lehman Brothers research forecasts for EUR/USD and should not be taken as indicative of the future performance of the Reference Exchange Rate.

 

 

For example, if the EUR/USD exchange rate on the EBS Spot Dealing System was to trade strictly between (and not equal to) 1.1917 and 1.3117 during the relevant period, the investor would receive on the Maturity Date a Redemption Amount equal to 106.0% of the principal amount of notes held by that investor (a return of 6.0%). However, if the EUR/USD exchange rate on the EBS Spot Dealing System was to trade, for example, between 1.1600 and 1.2600, or between 1.2500 and 1.3600, during the relevant period (i.e., at some point during the relevant period trades at or below the applicable Range Lower Boundary or at or above the applicable Range Upper Boundary), the Additional Amount would be zero, and the investor would receive on the Maturity Date only the principal amount of the notes held by that investor, with no additional return.

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