BorgWarner Inc. Files 8-K: Material Agreement and Financials

TL;DR

BorgWarner filed an 8-K on Aug 16 for a new deal and financials.

AI Summary

On August 16, 2024, BorgWarner Inc. filed an 8-K report detailing the entry into a material definitive agreement and the filing of financial statements and exhibits. The filing does not specify the nature of the agreement or the financial details.

Why It Matters

This filing indicates BorgWarner Inc. has entered into a significant agreement and is providing updated financial information, which could impact investor understanding of the company's current financial health and strategic direction.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and financial statements, with no immediate indication of negative events.

Key Players & Entities

• BORGWARNER INC. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BWA New York Stock Exchan
• $500 million — ted the public offering and issuance of $500 million aggregate principal amount of its 4.950

Filing Documents

• tm2421876d1_8k.htm (8-K) — 32KB
• tm2421876d1_ex4-2.htm (EX-4.2) — 196KB
• 0001104659-24-090495.txt ( ) — 477KB
• bwa-20240816.xsd (EX-101.SCH) — 3KB
• bwa-20240816_def.xml (EX-101.DEF) — 26KB
• bwa-20240816_lab.xml (EX-101.LAB) — 36KB
• bwa-20240816_pre.xml (EX-101.PRE) — 25KB
• tm2421876d1_8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On August 16, 2024, BorgWarner Inc. ("BorgWarner" or the "Company") completed the public offering and issuance of $500 million aggregate principal amount of its 4.950% Senior Notes due 2029 and $500 million aggregate principal amount of its 5.400% Senior Notes due 2034 (collectively, 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 trustee (the "Base Indenture"), as supplemented by a Ninth Supplemental Indenture, dated August 16, 2024 between the Company and Deutsche Bank Trust Company Americas, as trustee for the Notes (the "Ninth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The material terms of the Indenture are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2024, which description is incorporated by reference herein. Such description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the full text of the Ninth Supplemental Indenture. A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 and a copy of the Ninth Supplemental Indenture is filed as Exhibit 4.2, and both are incorporated into this Item 1.01 by reference.

Financial Statements and Exhibits

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 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). 4.2 Ninth Supplemental Indenture, dated as of August 16, 2024, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee, (including the forms of Global Notes attached as Exhibit A and Exhibit B to the Ninth Supplemental Indenture). 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 16 , 2024 By: /s/ Tonit M. Calaway Name: Tonit M. Calaway Title: Executive Vice President and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR