FWP 1 dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Term sheet no. 1 to

Prospectus dated May 30, 2006

Prospectus supplement dated May 30, 2006

Product supplement no. 20-I dated October 25, 2007

Underlying supplement no. 720 dated October 31, 2007

Registration Statement no. 333-134553

Dated November 1, 2007

Rule 433

LOGO

 

Preliminary Terms and Conditions, November 1, 2007   Telephone: +1 212 526 0905

Buffered Return Enhanced Notes Linked to a Basket of Global Indices

 

Lehman Brothers Holdings Inc. has filed a registration statement (including a base prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the base prospectus dated May 30, 2006, the MTN prospectus supplement dated May 30, 2006, product supplement no. 20-I dated October 25, 2007, underlying supplement no. 720 dated October 31, 2007, and other documents that 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 base prospectus, the MTN prospectus supplement, product supplement no. 20-I, underlying supplement no. 720, this term sheet and any other relevant terms 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 base prospectus, the MTN prospectus supplement, product supplement no. 20-I, underlying supplement no. 720, this term sheet and any other relevant terms supplement and the 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

The Buffered Return Enhanced Notes Linked to a Basket of Global Indices (the “Notes”) are designed for investors who seek buffered risk and potentially enhanced returns from leveraged exposure, from the Pricing Date to the Valuation Date, to a diversified basket of global indices (the “Basket”). Investments that are partially buffered against market declines can help reduce portfolio risk while maintaining enhanced participation in equities. The Basket, which consists of the Dow Jones EURO STOXX 50® Index, the Nikkei 225SM Index and the S&P 500® Index, also allows investors the opportunity for diversification. Investors should be willing to forgo interest and dividend payments during the term of the Notes and, if the Basket declines by more than 20%, be willing to lose some (up to 80%) of their principal. The Notes do not have direct foreign currency exposure with respect to any of the indices.

 

 

Issuer:    Lehman Brothers Holdings Inc. (A1, A+, AA-)†
Issue Size:    $[TBD]
Pricing Date:    November 27, 2007‡
Settlement Date:    November 30, 2007‡
Valuation Date:    November 27, 2011‡††
Maturity Date:    November 30, 2011‡††
Term:    4 years
Basket:    The Notes are linked to a basket consisting of the Dow Jones EURO STOXX 50® Index, the Nikkei 225SM Index and the S&P 500® Index (each, a “Basket Index” and, collectively, the “Basket Indices”).
Index Weightings:    The Index Weightings of the three Basket Indices (each, an “Index Weighting” and, collectively, the “Index Weightings”) are as follows:
   Dow Jones EURO STOXX 50® Index    33.3333%
   Nikkei 225SM Index    33.3333%
   S&P 500® Index    33.3333%
Buffer Amount:    20%
Participation Rate:    115% - 125%. The actual Participation Rate will be set on the Pricing Date.
No Interest Payments:    There will be no interest payment during the term of the Notes.
Payment at Maturity (per $1,000):    If the Basket Return is positive, you will receive a cash payment that provides you with a return on your investment equal to the product of the Basket Return and the Participation Rate. Accordingly, if the Basket Return is positive, you will receive a cash payment per $1,000 principal amount Note calculated as follows:
   $1,000 + ($1,000 × Basket Return × Participation Rate)
   If the Basket Return is negative or zero, but its absolute value does not exceed the Buffer Amount, your principal will be fully protected. Accordingly, if the Basket Return is less than or equal to zero and greater than or equal to -20%, you will receive a cash payment of $1,000 per $1,000 principal amount Note.
   If the Basket Return is negative, and its absolute value exceeds the Buffer Amount, your investment will have downside exposure to any decline in the Basket beyond the Buffer Amount. If the Basket Return is negative and the absolute value of the Basket Return is greater than 20%, you will lose 1% per $1,000 principal amount Note for every 1% that the Basket Ending Level declines beyond 20% from the Basket

   Starting Level. Accordingly, if the Basket Return is negative and the absolute value of the Basket Return is greater than 20%, you will receive a cash payment per $1,000 principal amount Note calculated as follows:
   $1,000 + $1,000 × (Basket Return + 20%)
   You will lose some (up to 80%) of your investment at maturity if the Basket Return is negative and the absolute value of the Basket Return exceeds the Buffer Amount.
Basket Return:   

Basket Ending Level – Basket Starting Level

Basket Starting Level

Basket Starting Level:    Set equal to 100 on the Pricing Date.
Basket Ending Level:   

The Basket closing level on the Valuation Date. On the Valuation Date, the Basket closing level will be calculated as follows:

1,000 × [1+ (the Dow Jones EURO STOXX 50® Index Return × 33.3333%)

+ (the Nikkei 225SM Index Return × 33.3333%) + (the S&P 500® Index Return × 33.3333%)]

The “Dow Jones EURO STOXX 50® Index Return,” the “Nikkei 225SM Index Return” and the “S&P 500® Index Return” are the performances of the respective Basket Indices, expressed as percentages, from the respective Basket Index closing levels on the Pricing Date to the respective Basket Index closing levels on the Valuation Date.

Denominations:    $1,000 per Note and integral multiples of $1,000 in excess thereof
Minimum Investment:    $10,000
CUSIP:    52517P7E5
ISIN:    US52517P7E55

 

‡ Expected. In the event that we make any change to the expected Pricing Date and Settlement Date, the Valuation Date and Maturity Date will be changed so that the stated term of the Notes remains the same.

 

† Lehman Brothers Holdings Inc. is rated A+ by Standard & Poor’s, A1 by Moody’s and AA- by Fitch. A credit rating reflects the creditworthiness of Lehman Brothers Holdings Inc. and is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations.

 

†† Subject to postponement in the event of a market disruption event and as described under “Description of Notes—Payment at Maturity” in the accompanying product supplement no. 20-I.

Investing in the Buffered Return Enhanced Notes Linked to a Basket of Global Indices involves a number of risks. See “Risk Factors” beginning on page SS-1 of the accompanying product supplement no. 20-I, “Risk Factors” beginning on page US-1 of the accompanying underlying supplement no. 720 and “ Selected Risk Factors” beginning on page TS-2 of this term sheet.

You may revoke your offer to purchase the Notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this term sheet, the accompanying base prospectus, MTN prospectus supplement, product supplement no. 20-I, underlying supplement no. 720 and any other related prospectus supplements, or any other relevant terms supplement. Any representation to the contrary is a criminal offense.

 

     Price to Public(1)   Fees(2)   Proceeds to Us

Per Note

  

$1,000.00

  

$21.25

  

$978.75

Total

  

$

  

$

  

$

(1)

The price to the public includes the cost of hedging our obligations under the Notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge.

(2)

Lehman Brothers Inc. will receive fees equal to approximately $21.25 per $1,000 principal amount, or 2.125%, and may use these fees to pay selling concessions to other dealers. Lehman Brothers Inc. and/or an affiliate may earn additional income as a result of payments pursuant to the hedges.

LEHMAN BROTHERS

November 1, 2007

ADDITIONAL TERMS SPECIFIC TO THE NOTES

Lehman Brothers Holdings Inc. has filed a registration statement (including a base prospectus) with the U.S. Securities and Exchange Commission, or SEC, for this offering. Before you invest, you should read this term sheet together with the base prospectus, as supplemented by the MTN prospectus supplement relating to our Series I medium-term notes of which the Notes are a part, and the more detailed information contained in product supplement no. 20-I (which supplements the description of the general terms of the Notes) and underlying supplement no. 720 (which describes each of the Basket Indices, as defined herein, including risk factors specific to each). Buyers should rely upon the base prospectus, the MTN prospectus supplement, product supplement no. 20-I, underlying supplement no. 720, this term sheet and any other relevant terms supplement and any relevant free writing prospectus for complete details. This term sheet, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous communications concerning the Notes. To the extent that there are any inconsistencies among the documents listed below, this term sheet shall supersede product supplement no. 20-I, which shall, likewise, supersede the base prospectus and the MTN prospectus supplement. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 20-I and “Risk Factors” in the accompanying underlying supplement no. 720, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. 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 or through the links below, or by calling Lehman Brothers Inc. toll-free at 1-888-603-5847.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

  •  

Product supplement no. 20-I dated October 25, 2007:

http://www.sec.gov/Archives/edgar/data/806085/000119312507225709/d424b2.htm

 

  •  

Underlying supplement no. 720 dated October 31, 2007:

http://www.sec.gov/Archives/edgar/data/806085/000119312507231286/d424b2.htm

 

  •  

MTN prospectus supplement dated May 30, 2006:

http://www.sec.gov/Archives/edgar/data/806085/000104746906007785/a2170815z424b2.htm

 

  •  

Base prospectus dated May 30, 2006:

http://www.sec.gov/Archives/edgar/data/806085/000104746906007771/a2165526zs-3asr.htm

As used in this term sheet, the “Company,” “we,” “us,” or “our” refers to Lehman Brothers Holdings Inc.

Selected Purchase Considerations

 

  •  

Uncapped Appreciation Potential: The Notes provide the opportunity to enhance equity returns by multiplying a positive Basket Return by a Participation Rate in the range of 115% to 125% (the actual Participation Rate will be determined on the Pricing Date). The Notes are not subject to a predetermined maximum gain and, accordingly, any return at maturity will be determined by whether, and to the extent, the Share Return is positive. Because the Notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.

 

  •  

Limited Protection Against Loss: Payment at maturity of the full principal amount of the Notes is protected only against a decline of up to 20% from the Basket Starting Level. If the Basket Ending Level represents a decline of more than 20% from the Basket Starting Level, for every 1% decline of the Basket beyond 20%, you will lose an amount equal to 1% of the principal amount of your Notes. YOU MUST BE WILLING TO LOSE UP TO 80% OF YOUR PRINCIPAL IF THE BASKET ENDING LEVEL IS BELOW THE BASKET STARTING LEVEL BY MORE THAN THE BUFFER AMOUNT.

 

 

•

  

Diversification Among the Basket Indices: The return on the Notes is linked to a Basket consisting of the Dow Jones EURO STOXX 50® Index, the Nikkei 225SM Index and the S&P 500® Index. The Dow Jones

 

TS-1

 

EURO STOXX 50® Index consists of 50 component stocks of market sector leaders from within the Dow Jones EURO STOXX Index, which includes stocks selected from the Eurozone. The Nikkei 225SM Index consists of 225 stocks listed on the First Section of the Tokyo Stock Exchange, representing a broad cross-section of Japanese industries. The S&P 500® Index consists of 500 companies chosen to approximate the distribution of industries in the common stock population of the U.S. equity market. For additional information about each Basket Component, see the information set forth under “The Dow Jones EURO STOXX 50® Index,” “The Nikkei 225SM Index” and “The S&P 500® Index” in the accompanying underlying supplement no. 720.

 

  •  

Certain U.S. Federal Income Tax Consequences: Lehman Brothers Holdings Inc. intends to treat, and by purchasing a Note, for all tax purposes, you agree to treat, a Note as a cash-settled financial contract, rather than as a debt instrument. See “Certain U.S. Federal Income Tax Consequences” in product supplement no. 20-I.

Selected Risk Factors

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Basket Indices or any of the stocks included in the Basket Indices. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 20-I and in the “Risk Factors” section of the accompanying underlying supplement no. 720. You should reach an investment decision only after you have carefully considered with your advisors the suitability of an investment in the Notes in light of your particular circumstances.

 

  •  

Your Investment in the Notes May Result in a Loss: The Notes do not guarantee any return of principal at maturity. The return on the Notes at maturity is linked to the performance of the Basket and will depend on whether, and the extent to which, the Basket Return is positive or negative. Your investment will be exposed to a decline in the Basket Ending Level beyond the 20% buffer as compared to the Basket Starting Level. YOU MAY UP TO 80% OF YOUR PRINCIPAL IF THE LEVEL OF THE BASKET DECLINES.

 

  •  

Changes in the Level of the Basket Indices May Offset Each Other: The Notes are linked to a basket composed of three Basket Indices. At a time when the level of one or more Basket Indices increases, the level of one or more of the other Indices may not increase as much or may even decline. Therefore, in calculating the Basket Ending Level, increases in the level of one or more of the Basket Indices may be moderated, or more than offset, by lesser increases or declines in the level one or more of the Basket Indices.

 

  •  

No Interest or Dividend Payments or Voting Rights: As a holder of the Notes, you will not receive interest payments, and you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of stocks included in the Basket Indices would have.

 

  •  

Certain Built-in Costs are Likely to Adversely Affect the Value of the Notes Prior to Maturity: While the payment at maturity described in this term sheet is based on the full principal amount of your Notes, the original issue price of the Notes includes the agent’s commission and the cost of hedging our obligations under the Notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. As a result, the price, if any, at which Lehman Brothers Inc. will be willing to purchase Notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss to you. The Notes are not designed to be short-term trading instruments. YOU SHOULD BE WILLING TO HOLD YOUR NOTES TO MATURITY.

 

 

•

  

The Basket Return Will Not Be Adjusted for Changes in Exchange Rates Related to the U.S. Dollar that Might Affect the Dow Jones EURO STOXX 50® Index and the Nikkei 225SM Index: The value of your Notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies in which the stocks included in the Dow Jones EURO STOXX 50® Index and the Nikkei 225SM Index are based. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the Notes, you will not receive any additional payment or incur any reduction in your payment at maturity.

 

  •  

Dealer Incentives: We and our affiliates act in various capacities with respect to the Notes. Lehman Brothers Inc. and other of our affiliates may act as a principal, agent or dealer in connection with the Notes.

 

TS-2

 

Such affiliates, including the sales representatives, will derive compensation from the distribution of the Notes, and such compensation may serve as an incentive to sell these Notes instead of other investments. We will pay compensation of up to $21.25 per Note to the principals, agents and dealers in connection with the distribution of the Notes.

 

  •  

Lack of Liquidity: The Notes will not be listed on any securities exchange. Lehman Brothers Inc. intends to offer to purchase the Notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Lehman Brothers Inc. is willing to buy the Notes. If you are an employee of Lehman Brothers Holdings Inc. or one of our affiliates, you may not be able to purchase the Notes from us, and your ability to sell or trade the Notes in the secondary market may be limited.

 

  •  

Potential Conflicts: We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.

 

  •  

We and our Affiliates and Agents May Publish Research, Express Opinions or Provide Recommendations that are Inconsistent with Investing in or Holding the Notes. Any Such Research, Opinions or Recommendations Could Affect the Level of the Basket or the Value of the Notes: We, our affiliates and agents publish research from time to time on financial markets and other matters that may influence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. We, our affiliates and agents may have published research or other opinions that are inconsistent with the investment view implicit in the Notes. Any research, opinions or recommendations expressed by us, our affiliates or agents may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the Notes which are linked to the Basket.

 

  •  

Many Economic and Market Factors Will Impact the Value of the Notes: In addition to the level of the Basket on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other and which are set out in more detail in the product supplement no. 20-I.

 

  •  

Credit of Issuer: An investment in the Notes will be subject to the credit risk of Lehman Brothers Holding Inc., and the actual and perceived creditworthiness of Lehman Brothers Holdings Inc. may affect the market value of the Notes.

 

  •  

The Closing Levels of the Basket Indices on the Valuation Date May be Below the Closing Levels of the Basket Indices at the Maturity Date or at Other Times During the Term of the Notes: Because the Basket Ending Level is calculated based on the closing levels of the Basket Indices on the Valuation Date and not on the Maturity Date or any other date during the term of the Notes, significant volatility in the closing levels of the Basket Indices at or around the time of the Valuation Date could materially affect the Payment at Maturity. For example, a significant decline in the closing levels of the Basket Indices on the Valuation Date would result in a corresponding decline in the Payment at Maturity notwithstanding a significant increase in the closing levels of the Basket Indices on any date or dates subsequent to the Valuation Date. Under these circumstances, you may receive a lower Payment at Maturity than you would have received if you had invested in the stocks underlying the Basket Indices or contracts relating to the Basket Indices for which there is an active secondary market, the value of which could be realized on any date or dates other than, or in addition to, the Valuation Date.

 

TS-3

Hypothetical Payment at Maturity for Each $1,000 Principal Amount Note

The following table illustrates the hypothetical payment amount on the Notes at their maturity, for a hypothetical range of performances of the Basket for Basket Returns from -100% to 100%. It reflects a Basket Starting Level of 100 and a Buffer Amount of 20% and assumes a Participation Rate of 120% (the midpoint of the range of 115% to 125%). The actual Participation Rate will be set on the Pricing Date. The hypothetical payments at maturity set forth below are for illustrative purposes only any may not represent the actual payment at maturity. The numbers appearing in the table below have been rounded for ease of analysis.

 

Hypothetical

Basket Return

  

Hypothetical

Basket Ending

Value

  

Hypothetical

Total Payment at

Maturity per

$1,000 Note

  

Hypothetical Total

Rate of Return

  

Hypothetical

Annualized

Pre-Tax Rate

of Return

   100%   200.00   $2,200.00   120.00%    21.79%
     75%   175.00   $1,900.00     90.00%    17.41%
     50%   150.00   $1,600.00     60.00%    12.47%
     45%   145.00   $1,540.00     54.00%    11.40%
     40%   140.00   $1,480.00     48.00%    10.30%
     35%   135.00   $1,420.00     42.00%      9.16%
     30%   130.00   $1,360.00     36.00%      7.99%
     25%   125.00   $1,300.00     30.00%      6.78%
     20%   120.00   $1,240.00     24.00%      5.53%
     15%   115.00   $1,180.00     18.00%      4.22%
     10%   110.00   $1,120.00     12.00%      2.87%
       5%   105.00   $1,060.00       6.00%      1.47%
      0%   100.00   $1,000.00       0.00%      0.00%
     -5%     95.00   $1,000.00       0.00%      0.00%
   -10%     90.00   $1,000.00       0.00%      0.00%
   -15%     85.00   $1,000.00       0.00%      0.00%
   -20%     80.00   $1,000.00       0.00%      0.00%
   -25%     75.00      $950.00      -5.00%      -1.27%
   -30%     70.00      $900.00   -10.00%     -2.60%
   -35%     65.00      $850.00   -15.00%     -3.98%
   -40%     60.00      $800.00   -20.00%     -5.43%
   -45%     55.00      $750.00   -25.00%     -6.94%
   -50%     50.00      $700.00   -30.00%     -8.53%
   -75%     25.00      $450.00   -55.00%   -18.10%
-100%       0.00      $200.00   -80.00%   -33.13%

Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the total payments at maturity set forth in the table above are calculated.

Example 1: The level of the Basket increases from the Basket Starting Level of 100 to the Basket Ending Level of 120. Because the Basket Ending Level of 120 is above the Basket Starting Level of 100, the investor receives a payment at maturity of $1,240 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × (20% × 120%)] = $1,240

Example 2: The level of the Basket decreases from the Basket Starting Level of 100 to a Basket Ending Level of 95. Because the level of the Basket has declined from the Basket Starting Level of 100 and the percentage decline, 5%, does not exceed the Buffer Amount of 20%, the investor will receive a payment at maturity of $1,000 per $1,000 principal amount Note.

Example 3: The level of the Basket decreases from the Basket Starting Level of 100 to a Basket Ending Level of 70. Because the level of the Basket has declined from the Basket Starting Level of 100 and the percentage decline, 30%, exceeds the Buffer Amount of 20%, the investor will receive a payment at maturity of $900.00 per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 × (-30% + 20%)] = $900.00

 

TS-4

Historical Information

The following graphs set forth the daily historical closing levels of each Basket Index from October 28, 2002 through October 26, 2007. The closing level of the Dow Jones EURO STOXX 50® Index on October 26, 2007 was 4,440.23. The closing level of the Nikkei 225SM Index on October 26, 2007 was 16,505.63. The closing level of the S&P 500® Index on October 26, 2007 was 1,528.35.

We obtained the various Basket Index closing levels below from Bloomberg Financial Markets, and, accordingly, make no representation or warranty as to their accuracy or completeness. The historical levels of the Basket Indices should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any Basket Index on the Valuation Date. We cannot give you assurance that the performance of the Basket Indices will result in a Payment at Maturity in excess of the principal amount.

LOGO

 

TS-5

LOGO

LOGO

Supplemental Plan of Distribution

We have agreed to sell to Lehman Brothers Inc., and the Lehman Brothers Inc. has agreed to purchase, all of the Notes at the price indicated on the cover of the pricing supplement that will contain the final pricing terms of the Notes.

 

TS-6

We have agreed to indemnify Lehman Brothers Inc. against liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that Lehman Brothers Inc. may be required to make relating to these liabilities as described in the MTN prospectus supplement and the base prospectus.

Lehman Brothers Inc. will offer the Notes initially at a public offering price equal to the issue price set forth on the cover of the pricing supplement. After the initial public offering, the public offering price may from time to time be varied by Lehman Brothers Inc.

We have granted to Lehman Brothers Inc. an option to purchase, at any time within 13 days of the original issuance of the Notes, up to $ additional aggregate principal amount of Notes solely to cover over-allotments. To the extent that the option is exercised, Lehman Brothers Inc. will be committed, subject to certain conditions, to purchase the additional Notes. If this option is exercised in full, the total public offering price, the underwriting discount and proceeds to Lehman Brothers Holdings Inc. would be $            , $             and $            , respectively.

We or our affiliate will enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notes and Lehman Brothers Inc. and/or an affiliate will earn additional income as a result of payments pursuant to the swap or related hedge transactions.

 

TS-7