#USA #Senior Notes #BorgWarner #Auburn Hills #Cash Tender

BorgWarner's Tender Offer Announced

BorgWarner Inc. (NYSE: BWA), a leader in mobility solutions, has today revealed important details regarding the pricing terms associated with its cash tender offers for its senior notes. This development is part of BorgWarner's strategic approach to manage capital effectively and bolster long-term earnings.

The announcement, made on August 14, 2026, includes key details such as the Reference Yield and Tender Consideration applicable for each series of notes being considered for purchase. Initially, the company is looking to acquire cash for a variety of debt securities it has previously issued, classified collectively as the “Notes.” Each offer will be grounded in distinct terms and conditions outlined in the Offer to Purchase dated August 10, 2026.

Specifics of the Tender Offers

BorgWarner’s offerings encompass a broad range of senior notes with varying maturities and fixed spreads. For instance,:

• - 7.125% Senior Notes due 2029 - The company plans to tender these notes with no cap on what can be accepted, given the nature of the offering, incorporating an attractive tender consideration of $1,061.70 for every $1,000 principal amount.
• - 4.375% Senior Notes due 2045 - These will have a priority acceptance level of 1, with a tender consideration set at $827.77.
• - 5.400% Senior Notes due 2034 - Coming with a tender consideration of $1,019.75, these notes have a priority level of 2.

Each of the tender offers will accordingly expire at 5:00 p.m. New York time on August 14, 2026. Investors are encouraged to review the Offer to Purchase carefully to understand the specific terms and how to participate.

Proration and Effects on Tender offers

BorgWarner's tender offers employ a “Waterfall Cap,” aggregating the tender consideration across distinct series of notes, which amounts to $720 million, thereby focusing on optimized capital structure management. Furthermore, a sub-cap exists for the 2.650% Senior Notes due in 2027, limiting the aggregate principal amount to $250 million.

Importantly, the company has communicated that it may choose to increase the Waterfall Cap or the Sub Cap depending on market conditions and other relevant factors at play. When determining the notes accepted for purchase, BorgWarner may employ prorating efforts, especially under circumstances where total tenders exceed the available capacity.

Redemption Plans

Additionally, BorgWarner has initiated a redemption process aimed at the remaining outstanding 7.125% Senior Notes due 2029. Should there be any toll on the acceptance in the tender offer, a notice for redemption will be enacted prior to September 9, 2026.

Important Dates and Additional Information

Notes must be validly tendered before the expiration date to qualify for this purchase offering. Holders will receive not just the tender consideration but also accrued interest up until the settlement date, which is projected to occur two business days following the expiration date (expected on August 18, 2026).

For investors seeking further clarification, Barclays Capital Inc. and PNC Capital Markets LLC will act as dealer managers, available for inquiries regarding the tender offers. Holders of the notes are strongly encouraged to verify the procedures with their respective brokers or intermediaries to avoid missing key deadlines.

Conclusion

As BorgWarner takes substantial steps to recalibrate its capital allocation, these cash tender offers stand as a bustling opportunity for holders of the company’s senior notes. Interested holders must act swiftly to ensure participation before the impending deadlines. This initiative reflects BorgWarner’s ongoing commitment to optimally managing financial resources in a rapidly changing market landscape.