-----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, NBdcY5PrKdvSWa33X67rETOsFo5JtsZ8PREog0F1GYI+8wIWZ43AFTPVoGcQOgsV BzcdsEe4doskLplLcfmyfA== 0001104659-07-074280.txt : 20071010 0001104659-07-074280.hdr.sgml : 20071010 20071010170851 ACCESSION NUMBER: 0001104659-07-074280 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071010 DATE AS OF CHANGE: 20071010 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: 071165801 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_33424b2.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

 

$16,405,000

 

$503.63

 

 

 

(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, as amended, the Registration Statement, and have been carried forward, of which $503.63 is offset against the registration fee due for this offering and of which $1,562,122.80 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. 449 dated October 5, 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 (the “Prospectus Supplement”) (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.:

 

52517P7A3

 

 

 

 

 

 

 

ISIN:

 

US52517P7A34

 

 

 

 

 

 

 

Specified Currency:

 

Principal:

 

U.S. Dollars

 

 

Interest:

 

U.S. Dollars

 

 

 

 

 

Principal Amount at Maturity:

 

$16,405,000

 

 

 

 

 

 

Total

 

Per Note

 

Issue Price(1):

 

$

16,405,000

 

80.89915

%

Agent’s Commission(2):

 

$

28,708.75

 

0.175

%

Proceeds to Lehman Brothers Holdings Inc.:

 

$

13,242,796.80

 

80.72415

%

 

(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 $1.75 per $1,000 principal amount, or 0.175%, 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.

 

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.

 

 

 

 

 

 

 

 

 

Trade Date:

 

October 5, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issue Date:

 

October 11, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stated Maturity Date:

 

October 11, 2011; provided that if such a day is not a New York business day, then such day will be the following New York business day.

 

 

 

Date From Which Interest Accrues:

 

x Issue Date

 

 

 

 

 

 

 

 

o Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

x

Fixed Rate Note

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate per Annum:

 

0.00% (The Notes do not pay interest)

 

 

 

 

 

 

 

 

 

Annualized Internal Rate of Return:

 

5.370%

 

 

 

 

 

 

 

 

 

 

 

 

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

 

2


 

 

 

 

o

Treasury Rate:

Constant Maturity

o  Yes    o  No

 

 

 

 

o

Prime Rate

 

 

 

o

Eleventh District Cost of Funds Rate

 

 

 

o

CMS Rate

 

 

 

o

Other:

 

 

 

 

 

Index Maturity:

 

Not applicable

 

 

 

Spread:

 

Not applicable

 

 

 

Spread Multiplier:

 

Not applicable

 

 

 

Maximum Rate:

 

Not applicable

 

 

 

Minimum Rate:

 

Not applicable

 

 

 

Interest Payment Dates:

 

Not applicable

 

 

 

Interest Determination Dates:

 

Not applicable

 

 

 

Interest Reset Dates:

 

Not applicable

 

 

 

Calculation Agent:

 

Not applicable

 

 

 

Optional Redemption:

 

Not applicable

 

 

 

Day count Convention:

 

30/360, unadjusted

 

 

 

Business Days:

 

New York

 

 

 

Minimum Denomination:

 

$1,000/$1,000

 

 

 

Form of Note:

 

x  Book-entry only (global)

o  Certificated

 

3


 

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

 

Because the issue price of the Notes is less than the stated redemption price at maturity by more than a statutorily defined “de minimis” amount, the Notes will be treated as issued with original issue discount (“OID”). For a discussion of the tax consequences of owning securities issued with OID, see “United States Federal Income Tax Consequences Debt Securities Original Issue Discount” in the Prospectus.

 

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION

 

Lehman Brothers Holdings Inc. 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 price equal to the Issue Price set forth above and to certain dealers at a discount not to exceed 0.175%. After the initial public offering, the public offering price and other selling terms may from time to time be varied by the Agent.

 

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.

 

4

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