AUBURN HILLS, Mich., August 10, 2026 /PRNewswire/ -- BorgWarner Inc. $(BWA)$ (the "Company") today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company referred to below (collectively, the "Notes," and each a "Series"), in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2026 (the "Offer to Purchase"). The Company is making the Tender Offers as a balanced capital allocation strategy intended to grow the long-term earnings of the Company.
Aggregate Maturity Fixed
Series Principal Acceptance Date / Bloomberg Spread
of CUSIP/ISIN Amount Offer Sub Priority Par Call Reference Reference (Basis
Notes Number(1) Outstanding Cap(2) Level(3) Date Security Page Points)
-------- ------------- -------------- ------------ ---------- --------- --------- --------- -------
7.125%
Senior
Notes
due 2029
(Any and February 3.500%
All 099724 AC0 / 15, 2029 UST due
Offer) US099724AC03 $120,685,000 N/A N/A / N/A 2/15/2029 FIT 5 +25
4.375%
Senior March 15,
Notes 2045 / 5.000%
due 099724 AH9 / September UST due
2045 US099724AH99 $500,000,000 N/A 1 15, 2044 5/15/2046 FIT 1 +65
5.400%
Senior August
Notes 15, 2034 4.375%
due 099724 AQ9 / / May 15, UST due
2034 US099724AQ98 $500,000,000 N/A 2 2034 5/15/2036 FIT 1 +40
4.950%
Senior August
Notes 15, 2029 4.125%
due 099724 AP1 / / July UST due
2029 US099724AP16 $500,000,000 N/A 3 15, 2029 7/15/2029 FIT 1 +30
2.650%
Senior July 1,
Notes 2027 / 3.750%
due 099724 AL0 / May 1, UST due
2027 US099724AL02 $1,100,000,000 $250,000,000 4 2027 6/30/2027 FIT 3 +20
_________________
(1) No representation is made as to the correctness or accuracy of the CUSIP
or ISIN numbers listed above.
(2) The Offer Sub Cap (as defined below) represents the maximum aggregate
principal amount of Waterfall Notes of such series to be purchased
pursuant to the Offers.
(3) Subject to the satisfaction or waiver by the Company of the conditions of
the Offers described in the Offer to Purchase, the Company will accept
Waterfall Notes for purchase in the order of their respective Acceptance
Priority Level specified in this table (each, an "Acceptance Priority
Level," with 1 being the highest Acceptance Priority Level and 4 being
the lowest Acceptance Priority Level).
The Tender Offers consist of offers to purchase for cash (i) any and all of the Company's outstanding 7.125% Senior Notes due 2029 (the "7.125% Notes" and the "Any and All Offer") for the Tender Consideration and (ii) four separate offers, one for each Series of Notes set forth in the table above (other than the 7.125% Notes) (the "Waterfall Notes") (each, an "Offer" and, collectively, the "Offers," and together with the Any and All Offer, a "Tender Offer" and, collectively, the "Tender Offers") for aggregate Tender Consideration of up to $720,000,000 (the "Waterfall Cap"), excluding the Accrued Interest Payment (as defined below), subject to the proration and the application of the Acceptance Priority Levels set forth in the table above and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, a cap of $250,000,000 (the "Sub Cap") on the maximum aggregate principal amount of the 2.650% Senior Notes due 2027 (the "2.650% Notes") to be purchased pursuant to the Offer. The Company may, but is under no obligation to, increase the Waterfall Cap or the Sub Cap. Additionally, the Company may increase the amount of Waterfall Notes accepted for payment in the Offers by no more than 2% of the outstanding Waterfall Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Offer. In the event proration is required with respect to a Series of Waterfall Notes, the Company will multiply the principal amount of each valid tender of such Series of Waterfall Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of $1,000, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. The Offer to Purchase and any related documents are referred to herein collectively as the "Tender Offer Documents." Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
On August 10, 2026, the Company intends to deliver to The Bank of New York Mellon ("BNY," as successor in interest to The First National Bank of Chicago and as trustee of the 7.125% Notes) a notice of redemption to redeem on September 9, 2026 (the "Redemption Date") all of the 7.125% Notes that remain outstanding following the Any and All Offer, to the extent the Company purchases less than all of the 7.125% Notes in the Any and All Offer, in accordance with the terms of the Indenture, dated February 15, 1999 (the "7.125% Notes Indenture"), between the Company (f/k/a Borg-Warner Automotive, Inc.) and BNY, at a make-whole redemption price pursuant to the 7.125% Notes Indenture plus accrued and unpaid interest to, but not including, the Redemption Date.
The "Tender Consideration" for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 3:00 p.m., New York City time, on August 14, 2026 (the "Price Determination Date"). Unless extended with respect to any Offer, promptly after the Price Determination Date, the Company will announce in a press release, among other things, the Tender Consideration applicable to each Series of Notes accepted for purchase. Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date (as defined below) to receive the Tender Consideration. The formula for determining the Tender Consideration is set forth on Annex A to the Offer to Purchase. See "The Tender Offers--Tender Consideration" of the Offer to Purchase.
In addition to the Tender Consideration, all Holders whose Notes are accepted for purchase pursuant to a Tender Offer will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the "Accrued Interest," and the payment thereof, the "Accrued Interest Payment").
The Tender Offers will expire at 5:00 p.m., New York City time, on August 14, 2026 (such time and date, as it may be extended, the "Expiration Date"), unless extended or earlier terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to the Expiration Date by following the procedures described in the Offer to Purchase.
The "Settlement Date" will be the second business day after the Expiration Date and is expected to be August 18, 2026.
The Company's obligation to accept for purchase and to pay for Notes of each series validly tendered and not validly withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer to Purchase. If any condition is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Tender Offers. Subject to applicable law, the Company reserves the right to (i) waive any and all conditions to the any or all of the Tender Offers, (ii) extend or terminate the Any and All Offer or the Offers, including the Expiration Date, or (iii) otherwise amend any of the Tender Offers. The Tender Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Tender Offers is conditioned on the consummation of any of the other Tender Offers by the Company. The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Documents. Holders of Notes are urged to read the Tender Offer Documents carefully.
Information Relating to the Tender Offers