BorgWarner Announces Pricing Terms of Cash Tender Offers for its Senior Notes
Rhea-AI Summary
BorgWarner (NYSE: BWA) announced the reference yields and cash tender consideration for its previously launched tender offers for five Series of senior notes. The company is offering to purchase any and all of its 7.125% Senior Notes due 2029 ($120.685 million outstanding), and up to $720 million in aggregate tender consideration for four additional “Waterfall Notes” series, excluding accrued interest.
The Waterfall Notes include 4.375% notes due 2045, 5.400% notes due 2034, 4.950% notes due 2029, and 2.650% notes due 2027, with a $250 million sub-cap on the 2.650% 2027 notes. Tender consideration per $1,000 principal is set using U.S. Treasury reference securities plus fixed spreads, resulting in series-specific prices (e.g., $1,061.70 for the 7.125% 2029 notes and $986.77 for the 2.650% 2027 notes). The offers expire at 5:00 p.m. New York City time on August 14, 2026, with settlement expected on August 18, 2026. Holders whose notes are accepted will also receive accrued interest.
Positive
- Any-and-all tender for 7.125% 2029 notes, $120.685 million outstanding
- Waterfall Notes cap of $720 million aggregate tender consideration, excluding accrued interest
- Sub-cap of $250 million on 2.650% 2027 notes within overall tender structure
- Settlement date targeted for August 18, 2026, two business days after expiration
Negative
- None.
News Explained
The release adds a conditional redemption step: if the tender offer does not buy all of the
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 10 | Senior note tender | Neutral | +1.3% | Cash tender offers launched with capped waterfall purchases and September redemption plans |
| Aug 05 | Program awards | Positive | +5.9% | New variable cam timing awards expanded European and Chinese program opportunities |
| Aug 05 | Quarterly earnings | Positive | +5.9% | Second-quarter results supported higher adjusted EPS guidance and expanded repurchase authorization |
| Aug 03 | Inverter program extension | Positive | -0.7% | European OEM extended high-volume inverter programs for hybrid and battery-electric vehicles |
| 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.
Three of BWA's five recent news events aligned with the observed price reaction, while two diverged.
Key Terms
tender consideration financial
cusip financial
proration financial
make-whole redemption price financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Certain information regarding the Notes and the pricing for the Tender Offers is set forth in the table below.
Series of | CUSIP/ISIN | Aggregate | Offer Sub | Acceptance | Reference | Reference | Bloomberg | Fixed | Tender | |||||||||
| 099724 AC0 / | N/A | N/A |
| 4.230 % | FIT 5 | +25 | |||||||||||
| 099724 AH9 / | N/A | 1 |
| 5.265 % | FIT 1 | +65 | |||||||||||
| 099724 AQ9 / | N/A | 2 |
| 4.689 % | FIT 1 | +40 | |||||||||||
| 099724 AP1 / | N/A | 3 |
| 4.248 % | FIT 1 | +30 | |||||||||||
| 099724 AL0 / | 4 |
| 4.013 % | FIT 3 | +20 |
____________________________ | ||
(1) | No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above. | |
(2) | Each Reference Yield was determined at 3:00 p.m., | |
(3) | Payable per each | |
The Tender Offers consist of offers to purchase for cash (i) any and all of the Company's outstanding
On August 10, 2026, the Company delivered to The Bank of New York Mellon ("BNY," as successor in interest to The First National Bank of
The "Tender Consideration" for each Series of Notes payable per each
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.,
The "Settlement Date" will be the second business day after the Expiration Date and is expected to be August 18, 2026.
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
The Offer to Purchase has been distributed to holders. Barclays Capital Inc. and PNC Capital Markets LLC are 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 is 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/.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
None of the Company, the dealer managers, the tender and information agent, the trustees or any of their respective directors, officers, employees or affiliates makes any recommendation as to whether holders should tender Notes of a series in response to the Tender Offers. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, as to what principal amount of Notes to tender.
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 are being 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, our expectations for participation in the Tender Offers based on results prior to the Withdrawal Deadline, 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