AUBURN
HILLS, Mich., Aug. 28,
2023 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) (the
"Company") today announced that it has commenced tender offers to
purchase for cash the debt securities issued by the Company listed
in the table below (collectively, the "Securities" and each a
"series").
Title of
Security
|
CUSIP
No.
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment(2)(3)
|
3.375% Senior
Notes due 2025
|
099724AJ5
|
$500,000,000
|
1
|
4.75% due
July 31,
2025
|
PX1
|
+60 bps
|
$50
|
5.000% Senior
Notes due 2025
|
099724AM8 /
U0560UAA0
|
$775,896,000
|
2
|
4.75% due
July 31,
2025
|
PX1
|
+70 bps
|
$50
|
|
|
(1)
|
The offers with respect
to the Securities are subject to the Aggregate Tender Cap (as
defined below) of $500,000,000.
|
(2)
|
Per $1,000 principal
amount.
|
(3)
|
The Total Consideration
(as defined below) for Securities validly tendered at or prior to
the Early Tender Date (as defined below) and accepted for purchase
will be calculated using the applicable Fixed Spread, which is
inclusive of the Early Tender Payment (as defined
below).
|
The tender offers consist of offers to purchase for cash, on the
terms and conditions set forth in the offer to purchase, dated
August 28, 2023 (as it may be amended
or supplemented from time to time, the "Offer to Purchase"),
Securities up to an amount corresponding to an aggregate Total
Consideration (as defined below) and/or Late Tender
Consideration (as defined below), as applicable, (in each case
excluding Accrued Interest (as defined below)) payable in respect
of Securities validly tendered equal to $500,000,000 (the "Aggregate Tender Cap"),
payable upon settlement for all Securities purchased in the tender
offers.
The Company reserves the right, but is under no obligation, to
increase, decrease or eliminate the Aggregate Tender Cap at any
time and without extending the applicable Withdrawal Deadline (as
defined below), subject to applicable law. Any such change may be
significant. Accordingly, holders should not tender any Securities
that they do not wish to be accepted in a tender offer. The amount
of each series of Securities that will be purchased will be
determined in accordance with the acceptance priority levels set
forth in the table above without exceeding the Aggregate Tender Cap
and may be prorated as described in the Offer to Purchase. The
Company refers investors to the Offer to Purchase for the complete
terms and conditions of the tender offers.
The tender offers will expire at 5:00
p.m., New York City time,
on September 26, 2023 or, in each
case, any other date and time to which the Company extends the
applicable tender offer (such date and time, as it may be extended
with respect to a tender offer, the applicable "Expiration Date"),
unless earlier terminated. Holders of Securities must validly
tender and not validly withdraw their Securities at or prior to
5:00 p.m., New York City time, on September 11, 2023 (such date and time, as it may
be extended with respect to a tender offer, the applicable "Early
Tender Date"), to be eligible to receive the Total Consideration,
which is inclusive of an amount in cash equal to the amount set
forth in the table above under the heading "Early Tender Payment"
(the "Early Tender Payment"). If a holder validly tenders
Securities after the applicable Early Tender Date but at or prior
to the applicable Expiration Date, then the holder will only be
eligible to receive the applicable Late Tender Consideration (as
defined below) plus Accrued Interest.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered, and not validly withdrawn,
and accepted for purchase pursuant to the applicable tender offer
will be determined in accordance with the formula set forth in the
Offer to Purchase by reference to the applicable fixed spread for
such series specified in the table above plus the applicable yield
based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above at 9:00 a.m., New York
City time, on September 12,
2023. The "Late Tender Consideration" is equal to the Total
Consideration minus the Early Tender Payment.
Each tender offer will expire on the applicable Expiration Date.
Except as set forth below, payment for Securities that are validly
tendered at or prior to the Expiration Date will be made on a date
promptly following the Expiration Date, which payment date is
currently anticipated to be September 28,
2023, the second business day after the Expiration Date. The
Company reserves the right, in its sole discretion, to make payment
for Securities that are validly tendered at or prior to the Early
Tender Date on an earlier settlement date, which, if applicable, is
currently anticipated to be September 14,
2023, the third business day after the Early Tender Date.
Securities validly tendered at or prior to the Early Tender Date
will be accepted for purchase in priority to other Securities
validly tendered after the Early Tender Date, even if such
Securities validly tendered after the Early Tender Date have a
higher Acceptance Priority Level than Securities validly tendered
at or prior to the Early Tender Date.
Holders will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date ("Accrued Interest").
Tendered Securities may be withdrawn at or prior to, but not
after, 5:00 p.m., New York City time, on September 11, 2023, unless extended or otherwise
required by applicable law (the "Withdrawal Deadline"). Subject to
applicable law, the Company may extend the Early Tender Date
without extending the Withdrawal Deadline with respect to a tender
offer.
The tender offers are subject to the satisfaction or waiver of
certain conditions as set forth in the Offer to Purchase. The
tender offers are not subject to minimum tender conditions.
Information Relating to the Tender Offers
The Offer to
Purchase is being distributed to holders beginning today. Deutsche
Bank Securities Inc. is the dealer manager for the tender offers.
Investors with questions regarding the tender offers may contact
Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or
(212) 250-2955 (collect). Global Bondholder Services Corporation is
the tender and information agent for the tender offers and can be
contacted at (212) 430-3774 or toll-free at (855) 654-2015.
About BorgWarner
For more than 130 years, BorgWarner
has been a transformative global product leader bringing successful
mobility innovation to market. Today, we're accelerating the
world's transition to eMobility – to help build a cleaner,
healthier, safer future for all.
BorgWarner unveiled a new logo underscoring the progress the
company has made in its eMobility transformation through the
execution of its Charging Forward strategy. The new logo is a
visual representation of the company's transformation –
future-focused, dynamic and signals a new chapter in BorgWarner's
long and proud history.
Forward-Looking Statements
This press release contains
forward-looking statements as contemplated by the 1995 Private
Securities Litigation Reform Act that are based on management's
current outlook, expectations, estimates and projections. Words
such as "anticipates," "believes," "continues," "could,"
"designed," "effect," "estimates," "evaluates," "expects,"
"forecasts," "goal," "guidance," "initiative," "intends," "may,"
"outlook," "plans," "potential," "predicts," "project," "pursue,"
"seek," "should," "target," "when," "will," "would," and variations
of such words and similar expressions are intended to identify such
forward-looking statements. Further, all statements, other than
statements of historical fact contained or incorporated by
reference in this press release that we expect or anticipate will
or may occur in the future regarding our financial position,
business strategy and measures to implement that strategy,
including changes to operations, competitive strengths, goals,
expansion and growth of our business and operations, plans,
references to future success and other such matters, are
forward-looking statements. Accounting estimates, such as those
described under the heading "Critical Accounting Policies and
Estimates" in Item 7 of our most recently-filed Annual Report on
Form 10-K ("Form 10-K"), are inherently forward-looking. All
forward-looking statements are based on assumptions and analyses
made by us in light of our experience and our perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
under the circumstances. Forward-looking statements are not
guarantees of performance, and the Company's actual results may
differ materially from those expressed, projected or implied in or
by the forward looking statements.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Forward-looking statements are subject to risks and uncertainties,
many of which are difficult to predict and generally beyond our
control, that could cause actual results to differ materially from
those expressed, projected or implied in or by the forward-looking
statements. These risks and uncertainties, among others, include
supply disruptions impacting us or our customers, such as the
current shortage of semiconductor chips that has impacted original
equipment manufacturer ("OEM") customers and their suppliers,
including us; commodity availability and pricing, and an inability
to achieve expected levels of recoverability in commercial
negotiations with customers concerning these costs; competitive
challenges from existing and new competitors including OEM
customers; the challenges associated with rapidly-changing
technologies, particularly as relates to electric vehicles, and our
ability to innovate in response; uncertainties regarding the extent
and duration of impacts of matters associated with the
COVID-19/coronavirus pandemic, including additional production
disruptions; the difficulty in forecasting demand for electric
vehicles and our electric vehicles revenue growth; potential
disruptions in the global economy caused by Russia's invasion of Ukraine; the ability to identify targets and
consummate acquisitions on acceptable terms; failure to realize the
expected benefits of acquisitions on a timely basis; the failure to
promptly and effectively integrate acquired businesses; the
potential for unknown or inestimable liabilities relating to the
acquired businesses; our dependence on automotive and truck
production, both of which are highly cyclical and subject to
disruptions; our reliance on major OEM customers; fluctuations in
interest rates and foreign currency exchange rates; our dependence
on information systems; the uncertainty of the global economic
environment; the outcome of existing or any future legal
proceedings, including litigation with respect to various claims,
or governmental investigations, including related litigation;
future changes in laws and regulations, including, by way of
example, taxes and tariffs, in the countries in which we operate;
impacts from any potential future acquisition or disposition
transactions; and the other risks noted under Item 1A, "Risk
Factors" in our most recently-filed Form 10-K and/or Quarterly
Report on Form 10-Q. We do not undertake any obligation to update
or announce publicly any updates to or revisions to any of the
forward-looking statements in this press release to reflect any
change in our expectations or any change in events, conditions,
circumstances, or assumptions underlying the statements.
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SOURCE BorgWarner