BorgWarner Announces Final Results and Upsize of its Cash Tender Offers for its Senior Notes
Rhea-AI Summary
BorgWarner (NYSE: BWA) announced the expiration and final results of its cash tender offers for multiple series of senior notes, which expired at 5:00 p.m. New York City time on August 14, 2026. The company increased the Waterfall Cap for the offers to $730,000,000, excluding accrued interest, and raised the amount of 4.950% notes accepted for payment by 2% of that series’ outstanding principal without extending or amending the offer.
According to BorgWarner, it accepted for purchase $27.105 million of 7.125% notes due 2029 (any‑and‑all offer), $130.482 million of 4.375% notes due 2045, $339.547 million of 5.400% notes due 2034, and $272.772 million of 4.950% notes due 2029. Although holders tendered $300.008 million of 2.650% notes due 2027 (subject to a $250 million sub‑cap and lowest acceptance priority), none were accepted. Tender consideration per $1,000 principal amount was set on August 14, 2026, and accepted holders will also receive an accrued interest payment on the applicable settlement date.
Positive
- Upsized Waterfall Cap to $730 million, expanding total potential note repurchase
- Accepted $130.482 million of 4.375% senior notes due 2045
- Accepted $339.547 million of 5.400% senior notes due 2034
- Accepted $272.772 million of 4.950% senior notes due 2029 after 2% increase
- Accepted $27.105 million of 7.125% senior notes due 2029 (any‑and‑all offer)
Negative
- No 2.650% senior notes due 2027 accepted despite $300.008 million tendered
- Company will pay tender consideration up to $1,061.70 per $1,000 principal for some series
- Some 4.950% senior notes due 2029 tendered were not accepted, with only $272.772 million purchased from $291.426 million tendered
News Explained
BorgWarner has finalized which senior notes it will repurchase: accepted notes can no longer be withdrawn and will be paid, with accrued interest, on the applicable settlement date, while notes not accepted will be returned to tendering holders.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 10 | Senior notes tender | Neutral | +1.3% | Company launched cash tender offers for several outstanding senior note series. |
| Aug 05 | Program awards | Positive | +5.9% | New variable cam timing awards included European and Chinese OEM programs. |
| Aug 05 | Earnings report | Positive | +5.9% | Second-quarter results and adjusted EPS guidance improved alongside stronger profitability. |
| Aug 03 | Program extension | Positive | -0.7% | European OEM inverter programs received extensions for hybrid and electric vehicle applications. |
| Jul 31 | Board appointment | Neutral | -1.0% | Rajesh Kalathur joined the board as an independent director. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent history showed positive company news was usually followed by positive 24-hour reactions, although one award announcement and the board appointment diverged.
Key Terms
tender offers financial
acceptance priority levels financial
accrued interest payment financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Tender Offers expired at 5:00 p.m.,
At the Expiration Date, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn pursuant to the Tender Offers and the aggregate principal amount of each series of Notes accepted for purchase, are set forth in the table below.
Series of Notes | CUSIP/ISIN | Aggregate | Offer Sub | Acceptance | Tender | Aggregate | Aggregate | ||||||||
| 099724 AC0 / | N/A | N/A | ||||||||||||
| 099724 AH9 / | N/A | 1 | ||||||||||||
| 099724 AQ9 / | N/A | 2 | ||||||||||||
| 099724 AP1 / | N/A | 3 | ||||||||||||
| 099724 AL0 / | 4 |
____________________________________ | |
(1) | No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above. |
(2) | Payable per each |
The Tender Consideration was determined at 3:00 p.m.,
The Company's obligation to complete a Tender Offer with respect to the Notes validly tendered is conditioned on the satisfaction or waiver of conditions described in the Offer to Purchase. For the Notes accepted for purchase, all conditions to the Tender Offer with respect to such Notes were satisfied or waived on or prior to the Expiration Date. On the applicable Settlement Date, Holders whose Notes have been accepted for purchase will also receive an Accrued Interest Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.
Information Relating to the Tender Offers
Barclays Capital Inc. and PNC Capital Markets LLC served as the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Barclays Capital Inc. at (212) 528-7581 or toll-free at (800) 438-3242, or email us.lm@barclays.com, or PNC Capital Markets LLC at (212) 878-8946 or toll-free at (833) 715-3537, or email liabilitymanagement@pnc.com. Global Bondholder Services Corporation served as the tender and information agent for the Tender Offers and can be contacted at (212) 430-3774 or toll-free at (855) 654-2015. The Offer to Purchase may be accessed at the following web address: https://www.gbsc-usa.com/borgwarner/.
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 were made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
About BorgWarner
For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we're helping to build a cleaner, healthier, safer future for all.
Forward-Looking Statements
This release 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 or incorporated by reference in this release that we expect or anticipate will or may occur in the future regarding our financial position, including our guidance for full year 2026, our business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, expansion and profitable growth of our business and operations, plans, references to future success, including the anticipated benefits of our new business awards and other such matters, are forward-looking statements. Accounting estimates, such as those described under the heading "Critical Accounting Policies and Estimates" in Item 7 of our most recently filed Annual Report on Form 10-K ("Form 10-K"), are inherently forward-looking. 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 under 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 release. 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, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: the success of our portfolio strategy; supply disruptions impacting us or our customers, commodity availability and pricing and an inability to achieve expected levels of recoverability in commercial negotiations with customers concerning these costs; conditions in the automotive industry; competitive challenges from existing and new competitors, including original equipment manufacturer ("OEM") customers; the challenges associated with rapidly changing technologies, including artificial intelligence, and our ability to innovate in response; the difficulty in forecasting demand for electric vehicles and our electric vehicles revenue growth; potential future changes in laws and regulations, including, by way of example, taxes and tariffs, in the countries in which we operate; potential disruptions in the global economy caused by wars or other geopolitical conflicts; the ability to identify targets and consummate acquisitions on acceptable terms; failure to realize the expected benefits of acquisitions on a timely basis; the possibility that our 2023 tax-free spin-off of our former Fuel Systems and Aftermarket segments into a separate publicly traded company will not achieve its intended tax benefits; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to the acquired businesses; impacts of our exit of the charging business; our dependence on automotive and truck production, which is highly cyclical and subject to disruptions; our reliance on major OEM customers; impacts of any future strikes involving any of our OEM customers and any actions such OEM customers take in response; fluctuations in interest rates and foreign currency exchange rates; our dependence on information systems; the uncertainty of the global economic environment; the uncertainty surrounding global trade policies, including tariffs and export restrictions and their impact on the Company, its customers and its suppliers; the outcome of existing or any future legal proceedings, including litigation with respect to various claims, or governmental investigations, including related litigation; impacts from any potential future acquisition or disposition transactions; and the other risks discussed in reports that we file with the Securities and Exchange Commission, including in Item 1A. "Risk Factors" in our most recently filed Annual Report on Form 10-K and/or Quarterly Report on Form 10-Q. We do not undertake any obligation to update or announce publicly any updates to or revisions to any of the forward-looking statements in this release to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements.
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SOURCE BorgWarner