AUBURN
HILLS, Mich., Sept. 12,
2023 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) (the
"Company") today announced the results as of the early tender date
for its previously announced cash tender offers (the "Tender
Offers") for the securities set forth in the table below (the
"Securities"). The Tender Offers are for up to an aggregate
purchase price amount equal to $500,000,000 (the "Aggregate Tender Cap")
(excluding Accrued Interest (as defined below)). All terms of the
Tender Offers as described in the offer to purchase with respect to
the Securities, dated August 28, 2023
(as it may be amended or supplemented from time to time, the "Offer
to Purchase"), remain
unchanged.
As of the early tender date and time of 5:00 p.m., New York
City time, on September 11,
2023 (the "Early Tender Date"), according to information
provided by Global Bondholder Services Corporation, the tender and
information agent for the Tender Offers, the aggregate principal
amount of each series of Securities set forth in the table below
have been validly tendered and not validly withdrawn in the Tender
Offers. Withdrawal rights for the Tender Offers expired at
5:00 p.m. New York City time on September 11, 2023, and accordingly, Securities
validly tendered in the Tender Offers may no longer be withdrawn
except where additional withdrawal rights are required by law.
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)
|
Principal
Amount
Tendered
|
3.375% Senior
Notes due 2025
|
099724AJ5
|
$500,000,000
|
1
|
4.75% due
July 31,
2025
|
PX1
|
+60 bps
|
$50
|
$114,975,000
|
5.000% Senior
Notes due 2025
|
099724AM8 /
U0560UAA0
|
$775,896,000
|
2
|
4.75% due
July 31,
2025
|
PX1
|
+70 bps
|
$50
|
$318,599,000
|
(1)
|
The Tender Offers are
subject to the Aggregate Tender Cap.
|
(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 and accepted for purchase will be calculated
using the applicable Fixed Spread and will include the Early Tender
Payment (as defined below).
|
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 have validly
tendered and not validly withdrawn 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 "Reference Yield" (as defined in the Offer to
Purchase) at 9:00 a.m., New York
City time, on September 12,
2023. The Company expects to issue a press release on
September 12, 2023 to announce the
Reference Yield for each series of Securities that will be used in
determining the Total Consideration payable in connection with the
Tender Offers as well as the final principal amounts accepted. The
"Late Tender Consideration" is equal to the Total Consideration
minus the Early Tender Payment.
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").
Subject to the Acceptance Priority Levels, the Aggregate Tender
Cap and proration for the Securities, Securities tendered and not
validly withdrawn as of the Early Tender Date will be accepted for
purchase and payment on September 14,
2023 (the "Early Settlement Date"). Securities not accepted
for purchase on the Early Settlement Date will be promptly credited
to the account of the registered holder of such Securities with The
Depository Trust Company in accordance with the Offer to
Purchase.
The Company's obligation to accept for payment and to pay for
the Securities validly tendered in the Tender Offers is not subject
to any minimum tender condition, but is subject to the satisfaction
or waiver of the conditions described in the Offer to Purchase. The Company reserves the right,
subject to applicable law, at any time to (i) waive any and all
conditions to either of the Tender Offers, (ii) extend or terminate
either of the Tender Offers, (iii) increase, decrease or eliminate
the Aggregate Tender Cap at any time without extending the
applicable Withdrawal Deadline (as defined in the Offer to
Purchase) or (iv) otherwise amend
either of the Tender Offers in any respect. Any such change in the
Aggregate Tender Cap may be significant. Accordingly, holders
should not tender any Securities that they do not wish to be
accepted in a Tender Offer.
Information Relating to the Tender Offers
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.
None of the Company or its affiliates, their respective boards
of directors or managers, the Dealer Manager, the tender and
information agent or the trustee with respect to any Securities is
making any recommendation as to whether holders should tender any
Securities in response to any of the Tender Offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such
jurisdictions as is permitted under applicable law.
The full details of the Tender Offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly
encouraged to read carefully the Offer to Purchase, including materials incorporated by
reference therein, because they contain important information. The
Offer to Purchase may be obtained
from Global Bondholder Services Corporation, free of charge, by
calling (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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/borgwarner-announces-early-results-of-its-cash-tender-offers-for-its-senior-notes-301924351.html
SOURCE BorgWarner