Auburn Hills, Michigan, September 12, 2023 – 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.
(1) The Tender Offers are subject to the Aggregate Tender Cap.
(2) Each Reference Yield was determined at 9:00 a.m. New York City time on September 12, 2023.
(3) 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Securities validly tendered and not validly withdrawn as of the Early Tender Date will be accepted for purchase and payment on September 14, 2023 (the "Early Settlement Date"). All 3.375% Senior Notes due 2025 and 5.000% Senior Notes due 2025 validly tendered and not validly withdrawn as of the Early Tender Date will be accepted for purchase and payment without proration.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.