AUBURN HILLS, Mich.,
May 12, 2021 /PRNewswire/
-- BorgWarner Inc. (NYSE: BWA) ("BorgWarner" or the "Company")
announced today it priced a public offering of €1.0 billion
aggregate principal amount of its 1.00% Senior Notes due 2031 (the
"Senior Notes").
The Company expects that it will receive approximately €981
million of net proceeds from the offering after deducting the
underwriting discount and the offering expenses payable by the
Company. The Company intends to use the net proceeds to redeem all
€500 million in aggregate principal amount of its outstanding 1.80%
Senior Notes due 2022, which are scheduled to mature in
November 2022. Any remaining proceeds
will be used for general corporate purposes, including financing a
portion of the Company's previously announced acquisition of AKASOL
AG. The offering is expected to close on May
19, 2021, subject to customary closing conditions.
Deutsche Bank AG, London
Branch, Merrill Lynch International and J.P. Morgan Securities plc
served as joint book-running managers for the offering.
The offering was made under the Company's shelf registration
statement on Form S-3 filed with the Securities and Exchange
Commission and only by means of a prospectus supplement and
accompanying prospectus dated February 18,
2020. A copy of the prospectus supplement and accompanying
prospectus relating to the offering may be obtained from
either:
- Deutsche Bank, toll-free at 1-800-503-4611;
- Merrill Lynch International toll-free at 1-800-294-1322;
- J.P. Morgan Securities plc at +44-20-7134-2468; or
Alternatively, the prospectus supplement and accompanying
prospectus may be obtained by visiting EDGAR on the SEC Website at
www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Senior Notes, nor will there be
any sale of the Senior Notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
This press release is directed at and is only being distributed
(a) in the European Economic Area to qualified investors (within
the meaning of Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") and (b) in the United Kingdom, to qualified investors (within
the meaning of the Prospectus Regulation as it forms part of the
domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended))
who are also persons (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the
United Kingdom Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (ii) who are high net worth
entities, and other persons falling within Article 49 of the Order
and (iii) to whom it may otherwise be lawfully communicated. This
press release must not be read, acted on or relied on by persons in
the European Economic Area or the United
Kingdom falling outside of the categories described in this
paragraph.
About BorgWarner
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
96 locations in 24 countries, the Company employs approximately
50,000 worldwide. For more information, please visit
borgwarner.com.
Notice Regarding Forward-Looking Statements
Statements contained or incorporated by reference in this press
release may contain forward-looking statements as contemplated by
the 1995 Private Securities Litigation Reform Act, 27A of the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange 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," "project," "predicts," "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 the Company in light of its experience and its
perception of historical trends, current conditions and expected
future developments, as well as other factors the Company believes
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. Forward-looking
statements are subject to risks and uncertainties, many of which
are difficult to predict and generally beyond the Company's
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 of
matters associated with COVID-19/coronavirus ("COVID-19"),
including additional production disruptions; the failure to realize
the expected benefits of the acquisition of Delphi Technologies PLC
that the Company completed on October 1,
2020; the failure to promptly and effectively integrate
acquired business; the potential for unknown or inestimable
liabilities relating to acquired business; the possibility that the
proposed transaction between the Company and AKASOL AG ("Proposed
Transaction") will not be consummated; failure to satisfy any of
the conditions to the proposed transaction; failure to realize the
expected benefits of the Proposed Transaction; the Company's
dependences on automotive and truck production, both of which are
highly cyclical and subject to disruptions; the Company's reliance
on major original equipment manufacturer ("OEM") customers;
commodities availability and pricing; supply disruptions;
fluctuations in interest rates and foreign currency exchange rates;
availability of credit; the Company's dependence on key management;
the Company's 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 the Company
operates; impacts from any potential future acquisition or
divestiture transaction; and the other risks described in
Part I, Item 1A, "Risk Factors," in the Company's Annual Report on
Form 10-K for the year ended December 31,
2020. The Company does not undertake any obligation to
update any forward-looking statements, except as required by
law.
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SOURCE BorgWarner