AUBURN HILLS, Mich.,
Sept. 2, 2020 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA)
("BorgWarner") announced today, in connection with its previously
announced proposed acquisition of Delphi Technologies PLC ("Delphi
Technologies") in an all-stock transaction (the "Transaction"),
that it is commencing a private exchange offer (the "Exchange
Offer") and related consent solicitation (the "Consent
Solicitation") with respect to Delphi Technologies' outstanding
5.00% Senior Notes due 2025 listed in the table below (the "DT
Notes").
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Pursuant to the Exchange Offer, BorgWarner is offering to issue,
in a private offering to eligible noteholders, and for the
consideration set forth in the table below, new notes (the
"BorgWarner Notes") in exchange for any and all (to the extent held
by eligible holders) of the approximately $800 million
aggregate principal amount of the DT Notes. In addition,
pursuant to the Consent Solicitation, BorgWarner is soliciting
consents from the eligible noteholders to amend the DT Notes and
the related indenture under which they were issued (as
supplemented, the "DT Indenture").
Title of
Series of DT
Notes
|
CUSIP No. of
DT
Notes
|
Aggregate
Principal
Amount Outstanding
|
BorgWarner
Notes
to be Issued in
Exchange for DT Notes
|
Exchange
Consideration
for DT Notes
Tendered After
Early Tender
Deadline (1)
|
Total Exchange
Consideration
for DT Notes Tendered and
Not Withdrawn by the Early
Tender Deadline
|
Principal
Amount of
BorgWarner
Notes (1)
|
Cash
Consideration
(2)
|
5.00% Senior
Notes due 2025
|
24718PAA5 (144A)
/
U24754AA8 (Reg S)
|
$800,000,000
|
|
5.00% Senior
Notes
due 2025
|
$970
|
$1,000
|
$1.00
|
|
(1)
Principal amount of BorgWarner notes issued in exchange for each
$1,000 principal amount of DT notes validly tendered and accepted
for exchange.
(2) Per
$1,000 principal amount of DT notes validly tendered and not
validly withdrawn by the Early Tender Deadline and accepted for
exchange.
|
The Exchange Offer and Consent Solicitation is being made upon
the terms and conditions set forth in an offer to exchange and
consent solicitation statement dated September 2, 2020 (the "Offering
Memorandum"), copies of which will be made available to holders of
the DT Notes eligible to participate in the Exchange Offer.
The Exchange Offer and Consent Solicitation will expire
at 5:00 p.m., New York City time, on October 1, 2020, unless such date is extended or
earlier terminated (such date and time, as they may be extended,
the "Expiration Date"). Tendered DT Notes may not be
withdrawn and consents may not be revoked after 5:00
p.m., New York City time, on September 16, 2020,
except as required by applicable law. BorgWarner reserves the
right to terminate, withdraw, amend or extend the Exchange Offer
and Consent Solicitation in its discretion, subject to the terms
and conditions set forth in the Offering Memorandum.
Subject to the terms and conditions set forth in the Offering
Memorandum, each eligible noteholder exchanging DT Notes in the
Exchange Offer will be eligible to receive, in exchange for the DT
Notes validly tendered and not validly withdrawn,
BorgWarner Notes having the same interest payment and maturity
dates, interest rate and redemption provisions as the DT
Notes. Eligible holders who validly tender and do not validly
withdraw their tendered DT Notes by 5:00 p.m., New York
City time, on September 16, 2020 (such date and
time, as they may be extended, the "Early Tender Deadline") will be
eligible to receive, subject to the terms and conditions set forth
in the Offering Memorandum, BorgWarner Notes in the same principal
amount as the DT Notes tendered therefor plus cash consideration of
$1.00 per $1,000 principal amount of DT Notes tendered (the
"Cash Consideration"). Eligible noteholders who validly
tender their DT Notes after the Early Tender Deadline but on or
prior to the Expiration Date will be eligible to
receive $970 principal amount of the BorgWarner Notes per
$1,000 principal amount of DT Notes
validly tendered, but not the Cash Consideration (the "Exchange
Consideration"). Settlement of the Exchange Offer is expected
to occur on or about October 5, 2020, unless BorgWarner
extends the Expiration Date or terminates the Exchange Offer.
Interest on the BorgWarner Notes will accrue from (and
including) the last interest payment date on which interest was
paid on the DT notes, and, accordingly, no accrued interest will be
paid on the settlement date in respect of DT Notes accepted for
exchange, except as set forth in the Offering Memorandum with
respect to cash paid in lieu of BorgWarner Notes not delivered.
The BorgWarner Notes will be issued in minimum denominations
of $2,000 and integral multiples of $1,000 in
excess thereof. If the principal amount of BorgWarner Notes
validly tendered after the Early Tender Deadline that would
otherwise be required to be delivered in exchange for a tender of
DT Notes would not equal $2,000 or an integral multiple
of $1,000 in excess thereof, it will be rounded down
to $2,000 or the nearest integral multiple
of $1,000 in excess thereof, and BorgWarner will pay cash
equal to the remaining portion of the Exchange Consideration for
such DT Notes plus accrued and unpaid interest with respect to that
portion. No tender of DT Notes will be accepted if it would
result in the issuance of less than $2,000 principal
amount of BorgWarner Notes.
BorgWarner's obligation to accept and exchange the DT Notes
validly tendered pursuant to the Exchange Offer is subject to
certain conditions as set forth in the Offering Memorandum,
including the consummation of the Transaction, which is expected to
occur in 2020. BorgWarner may generally waive any such condition,
in its sole discretion, at any time with respect to
the Exchange Offer and Consent Solicitation but may not
waive the condition that the Transaction shall have been
consummated. The Exchange Offer and Consent Solicitation are
not conditioned upon the tender of any minimum aggregate principal
amount of the DT Notes or the receipt of the requisite consents in
the Consent Solicitation. The Transaction is not conditioned upon
the commencement or completion of the Exchange Offer and Consent
Solicitation.
In the Consent Solicitation, BorgWarner is soliciting the
consents of the eligible holders to amend the DT Notes and the DT
Indenture to eliminate substantially all of the restrictive
covenants and events of default, other than payment-related events
of default and an event of default regarding a guarantor's
consolidation, merger or transfer or lease of all or substantially
all of its assets, and to eliminate the covenant relating to a
change of control triggering event in respect of Delphi
Technologies. Consents of the holders of not less than a majority
in principal amount of the DT Notes, voting as a single class, must
be obtained for the amendments to the DT Notes and the DT Indenture
to be effective. Holders validly tendering their DT Notes
will be deemed to have delivered consents to the proposed
amendments with respect to such tendered DT Notes. Holders
will not be permitted to tender their DT Notes without delivering
consents or to deliver consents without tendering their DT
Notes.
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the "Securities Act").
This press release is neither an offer to sell nor the solicitation
of an offer to buy the BorgWarner Notes or any other securities and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful. The Exchange Offer has not
been and will not be registered under the Securities Act, or the
securities laws of any other jurisdiction. The BorgWarner
Notes will be issued in reliance upon exemptions from, or in
transactions not subject to, registration under the Securities
Act. The BorgWarner Notes will be offered for exchange only
(i) to qualified institutional buyers as defined in Rule 144A
under the Securities Act in reliance on the exemption provided by
Section 4(a)(2) of the Securities Act and (ii) outside the
United States to persons other than U.S. persons (each as
defined in Rule 902 under the Securities Act) in reliance upon
Regulation S under the Securities Act. The BorgWarner Notes
may not be offered, sold, pledged or otherwise transferred
in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
The Exchange Offer and Consent Solicitation are being made only
pursuant to the Offering Memorandum. The Offering Memorandum
and other documents relating to the Exchange Offer and Consent
Solicitation will be distributed only to holders who confirm that
they are within the categories of eligible participants in the
Exchange Offer. None of BorgWarner, Delphi Technologies,
their respective directors or officers, the dealer managers and
solicitation agents, the exchange agent, the information agent, the
trustee for the BorgWarner Notes or the DT Notes, their respective
affiliates, or any other person is making any recommendation as to
whether holders should tender their DT Notes in the Exchange
Offer.
Holders who desire a copy of the eligibility letter should
contact Global Bondholder Services Corporation, the information
agent for the Exchange Offers and Consent Solicitations, at (866)
470-3800 (U.S. Toll-free). Banks and brokers should call
(212) 430-3774. The eligibility letter may also be found
here: https://gbsc-usa.com/eligibility/bwa. Global
Bondholder Services Corporation will also provide copies of the
Offering Memorandum to eligible holders.
This press release, the Offering Memorandum and any other
offering material relating to the Exchange Offer are not being
made, and have not been approved, by an authorized person for the
purposes of Section 21 of the Financial Services and Markets Act
2000. Accordingly, this press release, the Offering Memorandum and
any other offering material relating to the Exchange Offer are only
being distributed to and are only directed at: (i) persons who are
outside the United Kingdom, (ii)
persons in the United Kingdom who
have professional experience in matters relating to investments who
fall within the definition of investment professionals as defined
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order") or (iii)
high net worth entities and other persons who fall within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to for purposes of this paragraph as "relevant persons").
The BorgWarner Notes will only be available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on the Offering
Memorandum or any of its contents and may not participate in the
Exchange Offer.
The complete terms and conditions of the Exchange Offer and
Consent Solicitation are set forth in the Offering
Memorandum. The Exchange Offer is only being made pursuant to
the Offering Memorandum. The Exchange Offer is not being made
to holders of DT Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. The DT Notes
have not been approved or disapproved by any regulatory authority,
nor has any such authority passed upon the accuracy or adequacy of
the Offering Memorandum.
BorgWarner is a global product leader in clean and efficient
technology solutions for combustion, hybrid and electric vehicles.
With manufacturing and technical facilities in 67 locations in 19
countries, BorgWarner employs approximately 29,000 worldwide.
Notice Regarding Forward-Looking Statements
Statements contained in this press release may contain
forward-looking statements as contemplated by the 1995 Private
Securities Litigation Reform Act, 27A of the Securities Act and
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended, 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. 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 in the circumstances. Forward-looking statements are
not guarantees of performance and BorgWarner'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. 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, include, among others:
uncertainties regarding the extent and duration of impacts on our
business of the current novel coronavirus ("COVID-19");
uncertainties regarding the ability to complete our anticipated
acquisition of Delphi Technologies as a result of, among other
reasons, the failure to obtain required regulatory approvals for
the transaction on the terms expected or on the anticipated
schedule or otherwise; our dependence on automotive and truck
production, both of which are highly cyclical; our reliance on
major original equipment manufacturer customers; commodities
availability and pricing; supply disruptions; fluctuations in
interest rates and foreign currency exchange rates; availability of
credit; our dependence on key management; 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;
future changes in laws and regulations, including, by way of
example, tariffs, in the countries in which we operate; and
the other risks, including, by way of example, pandemics, such as
COVID-19, and quarantines, described in Part I, Item 1A, "Risk
Factors," in our Annual Report on Form 10-K for the year ended
December 31, 2019 and in Part II,
Item 1A, "Risk Factors," in our Quarterly Report on Form 10-Q for
the quarterly period ended June 30,
2020. 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, except as
required by law.
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SOURCE BorgWarner