AUBURN HILLS, Mich.,
Oct. 5, 2020 /PRNewswire/
-- BorgWarner Inc. (NYSE: BWA) ("BorgWarner") announced today
that as of 5:00 p.m., New York City time,
on October 1, 2020 (the "Expiration Date"), approximately
$776.3 million in aggregate principal
amount of outstanding 5.000% Senior Notes due 2025 (the "DT Notes")
of Delphi Technologies PLC ("Delphi Technologies"), representing
approximately 97.04% of the $800
million total outstanding principal amount of the DT Notes,
were validly tendered and not validly withdrawn (and consents
thereby validly given and not validly revoked) in connection with
the previously announced private exchange offer (the "Exchange
Offer") and related consent solicitation (the "Consent
Solicitation") made by BorgWarner on behalf of Delphi Technologies
with respect to the DT Notes.
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BorgWarner previously announced it had received the requisite
number of consents to adopt certain proposed amendments (the
"Amendments") to the DT Notes and the related indenture (the "DT
Indenture") under which they were issued and entered into a
supplemental indenture to the DT Indenture implementing the
Amendments. The supplemental indenture became effective upon its
execution and delivery, and the Amendments will become operative
upon settlement of the Exchange Offer, which is expected to occur
on or about October 5, 2020 (the "Settlement Date").
The Exchange Offer and Consent Solicitation were commenced in
connection with BorgWarner's previously announced proposed
acquisition of Delphi Technologies in an all-stock transaction (the
"Transaction"), were made upon the terms and conditions set forth
in an offer to exchange and consent solicitation statement dated
September 2, 2020 (the "Offering
Memorandum") and were conditioned upon the closing of the
Transaction, which was completed on October 1, 2020. As
of the Expiration Date, all conditions to the Exchange Offer and
Consent Solicitation were satisfied.
Eligible holders who validly tendered and did not validly
withdraw their tendered DT Notes by 5:00
p.m., New York City time, on September 16,
2020 (the "Early Tender Deadline") are eligible to receive,
subject to the terms and conditions set forth in the Offering
Memorandum, newly-issued notes of BorgWarner (the "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 holders who validly tendered their DT Notes after the
Early Tender Deadline but on or prior to the Expiration Date are
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 BorgWarner Notes will be general unsecured unsubordinated
obligations of BorgWarner and will rank equally in right of
payment with all of BorgWarner's other existing and future
unsecured unsubordinated obligations and will have the same
interest payment and maturity dates and interest rate and
redemption provisions as the DT Notes. Interest on the BorgWarner
Notes will accrue from (and including) October 1, 2020, 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.
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.
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 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.
Building on its original equipment expertise, BorgWarner also
brings market leading product and service solutions to the global
aftermarket. With manufacturing and technical facilities in 99
locations in 24 countries, the company employs approximately 48,000
worldwide. For more information, please visit borgwarner.com.
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