AUBURN
HILLS, Mich., Sept. 12,
2023 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) (the
"Company") today announced the Reference Yields for its previously
announced cash tender offers (the "Tender Offers") for the
securities set forth in the table below (the "Securities").
The Tender Offers are for up to an aggregate purchase price amount
equal to $500,000,000 (the "Aggregate
Tender Cap") (excluding Accrued Interest (as defined
below)). All terms of the Tender Offers as described in the
offer to purchase with respect to the Securities, dated
August 28, 2023 (as it may be amended
or supplemented from time to time, the "Offer to Purchase"), remain
unchanged.
Title of
Security
|
CUSIP
No.
|
Principal Amount
Outstanding
|
Acceptance Priority
Level(1)
|
U.S. Treasury
Reference Security
|
Reference
Yield(2)
|
Bloomberg Reference
Page
|
Fixed
Spread
|
Early
Tender Payment
|
Total
Consider-ation(3)
|
Principal Amount
Tendered
|
3.375% Senior Notes due
2025
|
099724AJ5
|
$500,000,000
|
1
|
4.75% due July 31,
2025
|
5.055 %
|
PX1
|
+60 bps
|
$50
|
$967.59
|
$114,975,000
|
5.000% Senior Notes due
2025
|
099724AM8 /
U0560UAA0
|
$775,896,000
|
2
|
4.75% due July 31,
2025
|
5.055 %
|
PX1
|
+70 bps
|
$50
|
$985.58
|
$318,599,000
|
|
(1)
(2)
(3)
|
The Tender Offers are
subject to the Aggregate Tender Cap.
Each Reference Yield was determined at 9:00 a.m. New York City time
on September 12, 2023.
Payable per each $1,000 principal amount of each specified series
of Securities validly tendered at or prior to the early tender date
and time of 5:00 p.m., New York City time, on September 11,
2023 (the "Early Tender Date") and accepted for purchase and
includes the Early Tender Payment.
|
|
|
|
The tender offers will expire at 5:00
p.m., New York City time,
on September 26, 2023 or, in each
case, any other date and time to which the Company extends the
applicable tender offer, unless earlier terminated.
Securities validly tendered and not validly withdrawn as of the
Early Tender Date will be accepted for purchase and payment on
September 14, 2023 (the "Early
Settlement Date"). All 3.375% Senior Notes due 2025 and 5.000%
Senior Notes due 2025 validly tendered and not validly withdrawn as
of the Early Tender Date will be accepted for purchase and payment
without proration.
The Company's obligation to accept for payment and to pay for
the Securities validly tendered in the Tender Offers is not subject
to any minimum tender condition, but is subject to the satisfaction
or waiver of the conditions described in the Offer to Purchase. The
Company reserves the right, subject to applicable law, at any time
to (i) waive any and all conditions to either of the Tender Offers,
(ii) extend or terminate either of the Tender Offers, (iii)
increase, decrease or eliminate the Aggregate Tender Cap at any
time without extending the applicable Withdrawal Deadline (as
defined in the Offer to Purchase) or (iv) otherwise amend either of
the Tender Offers in any respect. Any such change in the Aggregate
Tender Cap may be significant. Accordingly, holders should not
tender any Securities that they do not wish to be accepted in a
Tender Offer.
Information Relating to the Tender Offers
Deutsche Bank Securities Inc. is the dealer manager for the
tender offers. Investors with questions regarding the tender offers
may contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll
free) or (212) 250-2955 (collect). 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.
None of the Company or its affiliates, their respective boards
of directors or managers, the Dealer Manager, the tender and
information agent or the trustee with respect to any Securities is
making any recommendation as to whether holders should tender any
Securities in response to any of the Tender Offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities 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.
The full details of the Tender Offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be obtained from Global Bondholder Services
Corporation, free of charge, by calling (212) 430-3774 or toll-free
at (855) 654-2015.
About BorgWarner
For more than 130 years, BorgWarner 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.
BorgWarner unveiled a new logo underscoring the progress the
Company has made in its eMobility transformation through the
execution of its Charging Forward strategy. The new logo is a
visual representation of the Company's transformation –
future-focused, dynamic and signals a new chapter in BorgWarner's
long and proud history.
Forward-Looking Statements
This press release contains 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 or incorporated by reference in this
press release 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. Accounting
estimates, such as those described under the heading "Critical
Accounting Policies and Estimates" in Item 7 of our most
recently-filed Annual Report on Form 10-K ("Form 10-K"), are
inherently forward-looking. 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 under 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 press 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, such as the
current shortage of semiconductor chips that has impacted original
equipment manufacturer ("OEM") customers and their suppliers,
including us; 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 OEM
customers; the challenges associated with rapidly-changing
technologies, particularly as relates to electric vehicles, and our
ability to innovate in response; uncertainties regarding the extent
and duration of impacts of matters associated with the
COVID-19/coronavirus pandemic, including additional production
disruptions; the difficulty in forecasting demand for electric
vehicles and our electric vehicles revenue growth; potential
disruptions in the global economy caused by Russia's invasion of Ukraine; the ability to identify targets and
consummate acquisitions on acceptable terms; failure to realize the
expected benefits of acquisitions on a timely basis; 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, both of which are highly cyclical and subject to
disruptions; our reliance on major OEM customers; 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 under Item 1A, "Risk
Factors" in our most recently-filed 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 press 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