AUBURN
HILLS, Mich., Aug. 7, 2024
/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 "Notes," and each a "series").
Title of
Security
|
CUSIP
No.
|
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
3.375% Senior Notes
due 2025
|
099724AJ5
|
$384,474,000
|
1.75% U.S.
Treasury due
March 15,
2025
|
FIT3
|
0 bps
|
5.000% Senior Notes
due 2025
|
099724AM8 /
U0560UAA0
|
$453,187,000
|
5.00% U.S.
Treasury due
September 30,
2025
|
FIT4
|
0 bps
|
The tender offers consist of offers to purchase for cash any and
all of the Company's outstanding 3.375% Senior Notes due
2025, CUSIP No. 099724AJ5, and 5.000% Senior Notes due 2025,
CUSIP Nos. 099724AM8 / U0560UAA0, on the terms and conditions set
forth in the Offer to Purchase, dated August
7, 2024 (as it may be amended or supplemented from time to
time, the "Offer to Purchase") and the related Notice of Guarantee
Delivery attached to the Offer to Purchase (the "Notice of
Guaranteed Delivery"). The tender offers are individually referred
to herein as a "Tender Offer" and collectively as the "Tender
Offers." The Offer to Purchase and the Notice of Guaranteed
Delivery are referred to herein collectively as the "Tender Offer
Documents."
Holders must validly tender (and not validly withdraw) or
deliver a properly completed and duly executed Notice of Guaranteed
Delivery for their Notes at or prior to the Expiration Time (as
defined below) to receive the Tender Offer Consideration (as
defined below). Additionally, holders whose Notes are purchased in
the Tender Offers will receive accrued and unpaid interest from the
last interest payment date of the Notes of each series to, but not
including, the Settlement Date (as defined in the Offer to
Purchase). The Company expects the Settlement Date to occur on
August 16, 2024.
The Tender Offers will expire at 5:00
p.m., New York City time,
on August 13, 2024 (such time and
date, as it may be extended, the "Expiration Time"), unless
extended or earlier terminated by the Company. The Notes tendered
may be withdrawn at any time at or prior to the Expiration Time by
following the procedures described in the Offer to Purchase.
The Company's obligation to accept for purchase and to pay for
Notes of each series validly tendered and not validly withdrawn
pursuant to the Tender Offers is subject to the satisfaction or
waiver, in the Company's discretion, of a financing condition and
certain other conditions, which are more fully described in the
Offer to Purchase. The Tender Offers are not subject to a minimum
tender condition. The complete terms and conditions of the Tender
Offers are set forth in the Tender Offer Documents. Holders of
Notes are urged to read the Tender Offer Documents carefully.
The consideration for each $1,000
principal amount of Notes of a series validly tendered, not validly
withdrawn and accepted for purchase pursuant to the applicable
Tender Offer (the "Tender Offer Consideration") will be the lesser
of (x) the amount as determined in the manner described in the
Tender Offer Documents by reference to the fixed spread specified
in the table above plus the applicable yield to maturity on the
U.S. Treasury Reference Security based on the bid-side price of the
U.S. Treasury Reference Security specified in the table above at
10:00 a.m., New York City time, on August 13, 2024 and (y) $1,000 for 3.375% Senior Notes due 2025 or
$1,010 for the 5.000% Senior Notes
due 2025.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. BofA Securities, Inc., Citigroup Global Markets Inc. and
Wells Fargo Securities, LLC are the dealer managers for the Tender
Offers. Investors with questions regarding the Tender Offers may
contact BofA Securities, Inc. at (980)-387-5602 (toll-free) or
email debt_advisory@bofa.com, Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect) or email
ny.liabilitymanagement@citi.com and Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free) or (704) 410-4759 (collect) or email
liabilitymanagement@wellsfargo.com. 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 or at the following web address:
https://www.gbsc-usa.com/borgwarner.
None of the Company or its affiliates, their respective boards
of directors or managers, the dealer manager, the information
agent, the tender agent, the trustees or any of their respective
affiliates makes any recommendation as to whether holders should
tender Notes of a series in response to the Tender Offers.
Each holder must make his, her or its own decision as to whether to
tender Notes and, if so, as to what principal amount of Notes 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.
About BorgWarner
For more than 130 years, BorgWarner (NYSE: BWA) 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.
Forward-Looking Statements
This release may contain 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 in this release regarding matters 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. 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
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 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; 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 original equipment manufacturer ("OEM")
customers; the challenges associated with rapidly changing
technologies, particularly as they relate to electric vehicles, and
our ability to innovate in response; the difficulty in forecasting
demand for electric vehicles and our electric vehicles revenue
growth; potential disruptions in the global economy caused by wars
or other geopolitical conflicts; the ability to identify targets
and consummate acquisitions on acceptable terms; failure to realize
the expected benefits of acquisitions on a timely basis; the
possibility that our 2023 tax-free spin-off of our former Fuel
Systems and Aftermarket segments into a separate publicly traded
company will not achieve its intended benefits; 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, which is highly cyclical and subject to disruptions;
our reliance on major OEM customers; impacts of any future strikes
involving any of our OEM customers and any actions such OEM
customers take in response; 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 in reports that we file with the SEC, including
Item 1A, "Risk Factors," in our most recently filed Annual Report
on 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
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