BorgWarner Inc. Issues Senior Notes Due 2031

TL;DR

BorgWarner just took on new debt with senior notes due 2031.

AI Summary

On August 7, 2024, BorgWarner Inc. entered into a material definitive agreement related to the issuance of senior notes due 2031. This agreement creates a direct financial obligation for the company, impacting its balance sheet and future financial commitments.

Why It Matters

This filing indicates BorgWarner is taking on new long-term debt, which could affect its financial leverage and future investment capacity.

Risk Assessment

Risk Level: medium — Issuing new debt increases financial leverage and obligations, which can be a medium-risk event depending on the amount and the company's ability to service the debt.

Key Players & Entities

• BorgWarner Inc. (company) — Registrant
• August 7, 2024 (date) — Date of earliest event reported
• Senior Notes Due 2031 (financial_obligation) — New debt issuance

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BWA New York Stock Exchan
• $500 million — in, the Underwriters agreed to purchase $500 million aggregate principal amount of its 4.950
• $2,000 — r any part (in minimum denominations of $2,000 and any integral multiples of $1,000 in
• $1,000 — of $2,000 and any integral multiples of $1,000 in excess thereof) of that holder's Not

Filing Documents

• tm2415069d7_8k.htm (8-K) — 46KB
• tm2415069d7_ex1-1.htm (EX-1.1) — 159KB
• tm2415069d7_ex5-1.htm (EX-5.1) — 10KB
• tm2415069d7_img001.jpg (GRAPHIC) — 15KB
• tm2415069d7_img002.jpg (GRAPHIC) — 9KB
• tm2415069d7_img003.jpg (GRAPHIC) — 11KB
• 0001104659-24-087315.txt ( ) — 521KB
• bwa-20240807.xsd (EX-101.SCH) — 3KB
• bwa-20240807_def.xml (EX-101.DEF) — 26KB
• bwa-20240807_lab.xml (EX-101.LAB) — 36KB
• bwa-20240807_pre.xml (EX-101.PRE) — 25KB
• tm2415069d7_8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On August 7, 2024, BorgWarner Inc. ("BorgWarner" or the "Company") executed an Underwriting Agreement, dated August 7, 2024, between the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, each acting on behalf of itself and the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell, and subject to the terms set forth therein, the Underwriters agreed to purchase $500 million aggregate principal amount of its 4.950% Senior Notes due 2029 (the "2029 Notes") and $500 million aggregate principal amount of its 5.400% Senior Notes due 2034 (the "2034 Notes" and, together with the 2029 Notes, the "Notes"). The Notes are governed by an indenture, dated September 23, 1999, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Chase Manhattan Trust company, National Association), as trustee (the "Base Indenture"), as supplemented by a Ninth Supplemental Indenture, that will be dated as of the date of the original issuance of the Notes (the "Ninth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee for the Notes. Pursuant to the Indenture, interest on the Notes will accrue at a rate of 4.950% per annum, in the case of the 2029 Notes, and 5.400% per annum, in the case of the 2034 Notes, on the principal amount, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2025. The 2029 Notes will mature on August 15, 2029, unless redeemed prior thereto, and the 2034 Notes will mature on August 15, 2034, unless redeemed prior thereto. The Company may redeem the Notes at its option at any time, in whole or from time to time in part. If the redemption of the 2029 Notes occurs at any time prior to July 15, 2029 (the "2029 Notes Par Call Date") or

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. The offer and sale of the Notes were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3 (Registration No. 333-269858) (the "Registration Statement"), including the prospectus constituting a part thereof, dated February 17, 2023, and the prospectus supplement, dated August 7, 2024, filed by the Company with the SEC. The Company is filing certain exhibits as part of this Current Report on Form 8-K for purposes of the Registration Statement .

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are being filed as part of this Current Report on Form 8-K. Exhibit Number Description 1.1 Underwriting Agreement, dated August 7, 2024, between the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the several underwriters named therein. 4.1 Indenture, dated September 23, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Chase Manhattan Trust Company, National Association), as trustee (incorporated by reference to Exhibit No. 4.6 to the Company's Registration Statement 333-172198 filed on February 11, 2011). 5.1 Opinion of Foley & Lardner LLP. 5.2 Consent of Foley & Lardner LLP (included in Exhibit 5.1 and incorporated by reference herein). 104.1 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BorgWarner Inc. Date: August 8 , 2024 By: /s/ Tonit M. Calaway Name: Tonit M. Calaway Title: Executive Vice President and Secretary

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View this 8-K filing on SEC EDGAR