AUBURN HILLS, Mich.,
June 16, 2020 /PRNewswire/ --
BorgWarner Inc. (NYSE: BWA) ("BorgWarner") today announced that it
priced a public offering of $1.1
billion aggregate principal amount of its 2.650% Senior
Notes due 2027 (the "Notes"). The offering is expected to close on
June 19, 2020, subject to customary
closing conditions.
BorgWarner expects to use the net proceeds from the offering to
redeem and/or repurchase $250 million
in aggregate principal amount of its outstanding 4.625% Senior
Notes due September 15, 2020 and,
upon the successful consummation of BorgWarner's previously
announced proposed acquisition (the "Acquisition") of Delphi
Technologies PLC ("Delphi Technologies"), to repay certain amounts
outstanding under the $1.25 billion
senior secured credit facility of Delphi Technologies, with any
remaining net proceeds being used for general corporate
purposes.
The offering is not conditioned upon the consummation of the
Acquisition, which remains pending. However, if the Acquisition is
not consummated on or prior to April 28,
2021 or the Transaction Agreement, dated January 28, 2020, as amended on May 6, 2020, by and between BorgWarner and Delphi
Technologies relating to the Acquisition is terminated on or prior
to April 28, 2021 (without
replacement thereof), then BorgWarner will be required to redeem
all of the outstanding Notes at a redemption price equal to 101% of
the principal amount of the Notes, plus accrued and unpaid interest
to, but excluding, the special mandatory redemption date.
BofA Securities, Inc., Citigroup Global Markets Inc. and
Deutsche Bank Securities Inc. are serving as joint
book-running managers for the offering.
The offering is being made under BorgWarner's shelf registration
statement filed with the Securities and Exchange Commission (the
"SEC") and only by means of a prospectus supplement and
accompanying prospectus. A copy of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained
from any of the following:
- BofA Securities, Inc., NC1-004-03-43 200, North College Street,
3rd floor, Charlotte NC
28255-0001, Attn: Prospectus Department, Email:
dg.prospectus_requests@bofa.com, Telephone: 1-800-294-1322;
- Citigroup Global Markets Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146;
or
- Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, email:
prospectus.CPDG@db.com, telephone 1-800-503-4611.
Alternatively, the prospectus supplement and accompanying
prospectus may be obtained by visiting EDGAR on the SEC's website
at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities nor will there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
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.
No Offer or Solicitation
This release is being made in respect of the Acquisition.
This release is not intended to and does not constitute an offer to
sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. In particular, this release is not
an offer of securities for sale into the
United States. No offer of securities shall be made in
the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any
securities issued in the Acquisition are anticipated to be issued
in reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the Securities
Act.
Participants in the Solicitation
Delphi Technologies, BorgWarner and certain of their respective
directors, executive officers and employees may be deemed
"participants" in the solicitation of proxies from Delphi
Technologies shareholders in respect of the Acquisition.
Information regarding the foregoing persons, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy
statement filed on Schedule 14A with the SEC on May 26, 2020 (the "definitive proxy statement")
and any other relevant documents filed or to be filed with the SEC.
You can find information about Delphi Technologies' directors and
executive officers in its Annual Report on Form 10-K and Form
10-K/A for the fiscal year ended December
31, 2019 and its definitive proxy statement filed with the
SEC on Schedule 14A on March 15,
2019. You can find information about BorgWarner's directors
and executive officers in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2019
and its definitive proxy statement filed with the SEC on Schedule
14A on March 20, 2020.
Additional Information and Where to Find It
This release may be deemed solicitation material in respect of
the Acquisition. In connection with the Acquisition, Delphi
Technologies filed with the SEC the definitive proxy statement and
may file with the SEC other relevant documents. This release does
not constitute a solicitation of any vote or approval. Before
making any voting decision, Delphi Technologies' shareholders are
urged to read the definitive proxy statement and any other relevant
documents filed or to be filed with the SEC in connection with the
Acquisition or incorporated by reference in the definitive proxy
statement carefully and in their entirety when they become
available because they contain or will contain important
information about the Acquisition and the parties to the
Acquisition.
Investors are able to obtain free of charge the definitive proxy
statement and other documents filed with the SEC (when available)
at the SEC's website at http://www.sec.gov. In addition, the
definitive proxy statement and Delphi Technologies' and
BorgWarner's respective annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the U.S. Securities Exchange Act of 1934, as amended, are
available free of charge by contacting Delphi Technologies' and
BorgWarner's respective investor relations departments at +1
248-813-2494 and +1 248-754-0872, respectively, as soon as
reasonably practicable after they are electronically filed with, or
furnished to, the SEC.
Notice Regarding Forward-Looking Statements
This release may contain forward-looking statements as
contemplated by the 1995 Private Securities Litigation Reform Act
that reflect, when made, Delphi Technologies' or BorgWarner's
respective current views with respect to future events, including
the Acquisition, and financial performance or that are based on
their respective management's current outlook, expectations,
estimates and projections, including with respect to the combined
company following the Acquisition, if completed. Such
forward-looking statements are subject to many risks, uncertainties
and factors relating to Delphi Technologies' or BorgWarner's
respective operations and business environment, which may cause the
actual results of Delphi Technologies or BorgWarner to be
materially different from those indicated in the forward-looking
statements. All statements that address future operating, financial
or business performance or Delphi Technologies' or BorgWarner's
respective strategies or expectations are forward-looking
statements. In some cases, you can identify these statements by
forward-looking words such as "may," "might," "will," "should,"
"could," "designed," "effect," "evaluates," "forecasts," "goal,"
"guidance," "initiative," "intends," "pursue," "seek," "target,"
"when," "will," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "projects," "potential,"
"outlook" or "continue," the negatives thereof and other comparable
terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, the possibility that the Acquisition will not be
pursued; failure to obtain necessary shareholder approvals,
regulatory approvals or required financing or to satisfy any of the
other conditions to the Acquisition; adverse effects on the market
price of Delphi Technologies' ordinary shares or BorgWarner's
shares of common stock and on Delphi Technologies' or BorgWarner's
operating results because of a failure to complete the Acquisition;
failure to realize the expected benefits of the Acquisition;
failure to promptly and effectively integrate Delphi Technologies'
businesses; negative effects relating to the announcement of the
Acquisition or any further announcements relating to the
Acquisition or the consummation of the Acquisition on the market
price of Delphi Technologies' ordinary shares or BorgWarner's
shares of common stock; significant transaction costs and/or
unknown or inestimable liabilities; potential litigation associated
with the Acquisition; general economic and business conditions that
affect the combined company following the consummation of the
Acquisition; changes in global, political, economic, business,
competitive, market and regulatory forces; changes in tax laws,
regulations, rates and policies; future business acquisitions or
disposals; the scope and duration of the COVID-19 pandemic and
actions taken by governmental authorities in response
thereto; the significant and unprecedented market disruption
caused by the COVID-19 pandemic and its impact on the businesses,
operations and financial conditions of BorgWarner and Delphi
Technologies; competitive developments; and the timing and
occurrence (or non-occurrence) of other events or circumstances
that may be beyond Delphi Technologies' or BorgWarner's
control.
For additional information about these and other factors, see
the information under the caption "Risk Factors" in Delphi
Technologies' most recent Annual Report on Form 10-K filed with the
SEC and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" filed on February 13, 2020, the information under the
caption "Risk Factors" in Delphi Technologies' Quarterly Report on
Form 10-Q for the quarter ended March 31,
2020 filed with the SEC on May 7,
2020, the information under the caption "Risk Factors" in
BorgWarner's most recent Annual Report on Form 10-K filed with the
SEC and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on February 13, 2020, and the information under the
caption "Risk Factors" in BorgWarner's Quarterly Report on Form
10-Q for the quarter ended March 31,
2020 filed with the SEC on May 6,
2020.
Any forward-looking statements by Delphi Technologies or
BorgWarner speak only as of the date of this release or as of the
date they are made. Delphi Technologies and BorgWarner each
disclaim any intent or obligation to update or revise any "forward
looking statement" made in this release to reflect changed
assumptions, the occurrence of unanticipated events or changes to
future operating results over time, except as may be required by
law. All subsequent written and oral forward-looking statements
attributable to Delphi Technologies, BorgWarner or their respective
directors, executive officers or any person acting on behalf of any
of them are expressly qualified in their entirety by this
paragraph.
General
The release, publication or distribution of this release in or
into certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this release and all other
documents relating to the Acquisition are not being, and must not
be, released, published, mailed or otherwise forwarded, distributed
or sent in, into or from any such jurisdictions. Persons receiving
such documents (including, without limitation, nominees, trustees
and custodians) should observe these restrictions. Failure to do so
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies involved in the Acquisition disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the definitive proxy
statement and other relevant documents. Delphi Technologies
shareholders are advised to read carefully the formal documentation
in relation to the Acquisition, including the definitive proxy
statement, the annexes and the documents incorporated by reference
into the definitive proxy statement and any other relevant
documents filed or to be filed with the SEC by Delphi Technologies
in connection with the Acquisition.
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SOURCE BorgWarner