AUBURN
HILLS, Mich., Aug. 14,
2024 /PRNewswire/ -- BorgWarner Inc. (NYSE: BWA) (the
"Company") today announced the expiration and final results of its
previously announced tender offers (the "Tender Offers") to
purchase for cash any and all of the Company's
outstanding 3.375% Senior Notes due 2025 (the "3.375% Notes")
and 5.000% Senior Notes due 2025 (the "5.000% Notes" and
collectively with the 3.375% Notes, the "Notes"), on the terms and
conditions set forth in the Offer to Purchase, dated August 7, 2024 (the "Offer to Purchase") and the
related Notice of Guarantee Delivery attached to the Offer to
Purchase (the "Notice of Guaranteed Delivery" and collectively with
the Offer to Purchase, the "Tender Offer Documents").
The Tender Offers expired at 5:00
p.m., New York City time,
on August 13, 2024 (such time and
date, the "Expiration Time").
At the Expiration Time, according to information provided by the
tender and information agent for the Tender Offers, the aggregate
principal amount of each series of Notes validly tendered and not
validly withdrawn pursuant to the Tender Offers, which includes the
aggregate principal amount of each series of Notes reflected in
notices of guaranteed delivery delivered, are set forth in the
table below. Withdrawal rights for the Tender Offers expired at the
Expiration Date, and accordingly, Notes validly tendered in the
Tender Offers may no longer be withdrawn except where additional
withdrawal rights are required by law.
Title of
Security
|
CUSIP
No.
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered
|
Percentage of
Outstanding
Amount Tendered
|
3.375% Senior Notes
due 2025
|
099724AJ5
|
$384,474,000
|
$50,975,000
|
13.26 %
|
5.000% Senior Notes
due 2025
|
099724AM8 /
U0560UAA0
|
$453,187,000
|
$64,918,000
|
14.32 %
|
The Company expects to accept for payment all Notes of each
series validly tendered and not validly withdrawn prior to the
Expiration Time. Payment for all Notes (including Notes tendered by
Notice of Guaranteed Delivery) will be made on August 16, 2024. Consummation of the Tender
Offers and payment for the Notes remain subject to the satisfaction
or waiver of a financing condition and certain other conditions as
set forth in the Tender Offer Documents.
BofA Securities, Inc., Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC served as the dealer managers for the Tender
Offers. Global Bondholder Services Corporation served as the tender
and information agent for the Tender Offers.
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