-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SzzoyguV2D7J1flpc1+XhEeYHPDqNZjo9Nztk4jenHVkpW1OjwRhCwEzMOgItFpr nkTcDTFXf48okIITPvfygg== 0001104659-07-073676.txt : 20071005 0001104659-07-073676.hdr.sgml : 20071005 20071005171138 ACCESSION NUMBER: 0001104659-07-073676 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-134553 FILM NUMBER: 071160084 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 424B2 1 a07-25006_10424b2.htm 424B2

 

Calculation of the Registration Fee

 

Title of Each Class of Securities
Offered

 

Maximum Aggregate Offering
Price

 

Amount of Registration Fee(1)(2)

 

Notes

 

$25,000,000

 

$767.50

 

 

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

 

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, filing fees have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-134553) filed by Lehman Brothers Holdings Inc. and the other Registrants thereto on May 30, 2006, and have been carried forward, of which $767.50 is offset against the registration fee due for this offering and of which $1,562,626.43 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.

 


 

 

Filed Pursuant to Rule 424(b)(2)

 

Registration No. 333-134553

 

PRICING SUPPLEMENT NO. 439/A dated October 3, 2007

to Prospectus Supplement dated May 30, 2006

and Prospectus dated May 30, 2006

 

LEHMAN BROTHERS HOLDINGS INC.

Medium-Term Notes, Series I

 

This Pricing Supplement supplements the terms and conditions in, and incorporates by reference, the Prospectus, dated May 30, 2006, as supplemented by the Prospectus Supplement, dated May 30, 2006 (as so supplemented, together with all documents incorporated by reference therein, the “Prospectus”), and should be read in conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement, terms used herein have the same meanings as are given to them in the Prospectus.

 

CUSIP No.:

 

52517P6T3

 

 

 

 

 

 

 

ISIN:

 

US52517P6T34

 

 

 

 

 

 

 

Specified Currency:

 

Principal:

 

U.S. Dollars

 

 

Interest:

 

U.S. Dollars

 

 

 

 

 

Principal Amount:

 

$25,000,000

 

 

 

 

 

Total(3)

 

Per Note

 

Issue Price(1):

 

$

25,000,000

 

100.00

%

Agent’s Commission:(2)

 

$

187,500

 

0.75

%

Proceeds to Lehman Brothers Holdings Inc.:

 

$

24,812,500

 

99.25

%

 

(1)       The price to public includes Lehman Brothers Holdings Inc.’s cost of hedging its obligations under the notes through one or more of its affiliates, which includes such affiliates expected cost of providing such hedge as well as the profit the such affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge.

 

(2)       Lehman Brothers Inc. will receive commissions equal to $7.50 per $1,000 principal amount, or 0.75%, and may use all or a portion of these commissions to pay selling

 


 

concessions or fees to other dealers. Lehman Brothers Inc. and/or an affiliate may earn additional income as a result of payments pursuant to any hedges.

 

(3)       The notes will be issued in an aggregate principal amount of $25,000,000 and will form a single tranche with the $15,000,000 aggregate principal amount of Medium-Term Notes, Series 1, due October 17, 2022, that Lehman Brothers Holdings will issue on October 17, 2007. The notes will have the same CUSIP and ISIN numbers as the other notes of this tranche and will settle on the same date as, and trade interchangeably with, the other notes of this tranche. The issuance of the notes will increase the aggregate principal amount of this tranche to $40,000,000.

 

On the Issue Date, we may, without the consent of the holders of the Notes, issue additional notes similar to these Notes in all respects except for the Issue Price. Following the Issue Date, we may, without the consent of the holders of Notes, create and issue additional notes similar to these Notes in all respects except for the Issue Date, Issue Price and the payment of interest accruing prior to the Issue Date of such additional notes. All such additional notes will be consolidated and form a single tranche with, have the same CUSIP and ISIN numbers as and trade interchangeably with these Notes.

 

Agent:

 

Lehman Brothers

 

 

 

Agent’s Capacity:

 

x As principal             o As agent

 

 

 

x

The Notes are being offered at a fixed initial public offering price equal to the Issue Price.

 

 

o

The Notes are being offered at varying prices relating to prevailing market prices at the time of sale.

 

 

 

Original Trade Date:

 

September 28, 2007

 

 

 

Upsize Trade Dates:

 

October 3, 2007 ($5,000,000)

October 4, 2007 ($10,000,000)

 

 

October 5, 2007 ($10,000,000)

 

 

 

Issue Date:

 

October 17, 2007

 

 

 

Stated Maturity Date:

 

October 17, 2022, subject to Optional Redemption; provided that if such day is not a Business Day, then such day will be the following Business Day.

 

 

 

Redemption Amount:

 

100%

 

 

 

Date From Which Interest Accrues:

 

x Issue Date

 

 

 Other: _____________

 

 

 

x

Fixed Rate Note

 

 

 

 

 

 

Interest Rate per Annum:

 

9.50% times the Interest Accrual Factor

 

 

 

o

Floating Rate Note

 

o CD Rate

 

 

o Commercial Paper Rate

 

 

o Federal Funds (Effective) Rate

 

 

o Federal Funds (Open) Rate

 

 

o LIBOR Telerate

 


 

 

 

o LIBOR Reuters

 

 

o EURIBOR

 

 

o Treasury Rate: Constant Maturity o Yes   o No

 

 

o Prime Rate

 

 

o Eleventh District Cost of Funds Rate

 

 

o CMS Rate

 

 

o Other:

 

 

 

Maximum Rate:

 

Not applicable

 

 

 

Minimum Rate:

 

0%

 

 

 

Interest Period:

 

Quarterly, from and including each Interest Payment Date (or the Issue Date, in the case of the first Interest Period), to but excluding the next succeeding Interest Payment Date (or the Stated Maturity Date, in the case of the final Interest Period).

 

 

 

Interest Payment Dates:

 

Each January 17, April 17, July 17 and October 17, commencing on January 17, 2008 and ending on the Stated Maturity Date; provided that if such day is not a Business Day, then such day will be the following Business Day, and provided further that the final Interest Payment Date for any Notes shall be the Stated Maturity Date, subject to Optional Redemption.

 

 

 

Interest Accrual Factor:

 

For any Interest Period, the number of calendar days (including non-Business Days) during that Interest Period in respect of which 6m USD LIBORREF is greater than or equal to the Lower LIBOR Barrier and less than or equal to the Upper LIBOR Barrier, divided by the total number of calendar days (including non-Business Days) in such Interest Period.

 

 

 

Lower LIBOR Barrier:

 

0.00%

 

 

 

Upper LIBOR Barrier:

 

7.00%

 

 

 

6m USD LIBORREF :

 

For any day within an Interest Period, the rate for deposits in U.S. Dollars for a period of 6 months which appears on Reuters Page LIBOR01 as of 11:00 a.m. London time on such day (or if such day is not a London business day, on the immediately preceding London business day), subject to the Rate Cut Off.

 

 

 

Rate Cut Off:

 

6m USD LIBORREF for any days within an Interest Period from and including the fifth Business Day prior to an Interest Payment Date will remain in effect until that Interest Payment Date.

 


 

Interest Computation:

 

Interest will be computed on the basis of a 360-day year of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed.

 

 

 

Adjusted:

 

o Yes                o No

 

 

 

Interest Rate Calculation Agent:

 

Lehman Brothers Special Financing Inc.

 

 

 

Business Days:

 

New York and London

 

 

 

Optional Redemption:

 

The Notes may be redeemed prior to the Stated Maturity Date at the option of Lehman Brothers Holdings Inc. in whole or in part at a price equal to the Redemption Amount, on each Interest Payment Date, commencing on or after January 17, 2008.  Notice of redemption will be given not less than five Business Days prior to the redemption date.

 

 

 

Authorized Denominations:

 

$1,000/$1,000

 

 

 

Form of Note:

 

x Book-entry only (global)         o  Certificated

 

RISK FACTORS

 

An investment in the notes entails certain risks not associated with an investment in conventional floating rate or fixed rate medium-term notes. See “Risk Factors” in the Prospectus Supplement.

 

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

 

We intend to treat the Notes as variable rate debt instruments, as described under “Supplemental United States Federal Income Tax Consequences—Variable Rate Debt Instruments” in the Prospectus Supplement.

 

HISTORICAL LEVELS OF 6-MONTH LIBOR

 

The following table, showing the historical level of 6m USD LIBOR in effect on the Original Trade Date and for the hypothetical Interest Payment Dates listed below, the Interest Rate per Annum payable on any Interest Payment Date for the Notes, however, will be determined based on 6m USD LIBOR in effect on each day during the related Interest Period. The historical experience of 6m USD LIBOR should not be taken as an indication of the future performance of 6m USD LIBOR during the term of the Notes. Fluctuations in the level of 6m USD LIBOR make the Notes’ effective Interest Rate per Annum difficult to predict and can result in an effective Interest Rate per Annum to investors that are lower than anticipated. In addition, historical interest rates are not necessarily indicative of future interest rates. Fluctuations in interest rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically.

 


 

Hypothetical Interest Payment Date

 

6m USD LIBOR (%)

 

9/28/2007

 

5.136

 

7/17/2007

 

5.387

 

4/17/2007

 

5.372

 

1/17/2007

 

5.387

 

10/17/2006

 

5.402

 

7/17/2006

 

5.560

 

4/17/2006

 

5.221

 

1/17/2006

 

4.720

 

10/17/2005

 

4.353

 

7/18/2005

 

3.850

 

4/18/2005

 

3.328

 

1/18/2005

 

2.902

 

10/18/2004

 

2.201

 

7/19/2004

 

1.860

 

4/19/2004

 

1.270

 

1/20/2004

 

1.175

 

10/17/2003

 

1.240

 

7/17/2003

 

1.120

 

4/17/2003

 

1.320

 

1/17/2003

 

1.370

 

10/17/2002

 

1.842

 

7/17/2002

 

1.918

 

4/17/2002

 

2.210

 

1/17/2002

 

1.840

 

10/17/2001

 

2.360

 

7/17/2001

 

3.805

 

4/17/2001

 

4.684

 

1/17/2001

 

5.595

 

10/17/2000

 

6.720

 

7/17/2000

 

6.928

 

4/17/2000

 

6.500

 

1/18/2000

 

6.215

 

10/18/1999

 

6.104

 

7/19/1999

 

5.596

 

4/19/1999

 

5.060

 

1/18/1999

 

4.970

 

10/19/1998

 

4.942

 

7/17/1998

 

5.750

 

4/17/1998

 

5.719

 

1/19/1998

 

5.625

 

10/17/1997

 

5.875

 

7/17/1997

 

5.812

 

4/17/1997

 

6.000

 

1/17/1997

 

5.688

 

10/17/1996

 

5.625

 

7/17/1996

 

5.875

 

4/17/1996

 

5.562

 

1/17/1996

 

5.375

 

10/17/1995

 

5.875

 

7/17/1995

 

5.812

 

 


 

Hypothetical Interest Payment Date

 

6m USD LIBOR (%)

 

4/17/1995

 

6.375

 

1/17/1995

 

6.688

 

10/17/1994

 

5.812

 

7/18/1994

 

5.125

 

4/18/1994

 

4.562

 

1/17/1994

 

3.438

 

10/18/1993

 

3.375

 

7/19/1993

 

3.438

 

4/19/1993

 

3.312

 

1/18/1993

 

3.438

 

10/19/1992

 

3.562

 

 

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION

 

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. (the “Agent”), and the Agent has agreed to purchase from Lehman Brothers Holdings Inc. the principal amount of the Notes at the price specified on the cover of this pricing supplement. The Agent is committed to take and pay for all of the Notes, if any are taken.

 

The Agent proposes to offer the Notes initially at a public offering price equal to the Issue Price set forth above and to certain dealers at a discount not to exceed 0.75%. After the initial public offering, the public offering price and other selling terms may from time to time be varied by the Agent.

 

It is expected that delivery of the Notes will be made against payment therefor more than three business days following the date of this pricing supplement. Trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any day prior to the third business day before the settlement date will be required to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

 

If the Notes are sold in a market-making transaction after their initial sale, information about the purchase price and the date of the sale will be provided in a separate confirmation of sale.

 

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