Auburn Hills, Michigan, March 31, 2020 – BorgWarner Inc. (NYSE: BWA) today issued the following statement:
On March 30, 2020, BorgWarner Inc. ("BorgWarner" or "Company"), was informed that Delphi Technologies PLC, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the "Delphi Technologies"), provided notice to the lenders pursuant to its Credit Agreement, dated September 7, 2017, as amended, to draw the full available amount under the revolving facility thereunder (the "Revolver Draw"), resulting in a total of $500 million outstanding under the revolving facility.
Following the Revolver Draw, on March 30, 2020, BorgWarner sent a written notice to Delphi Technologies asserting that Delphi Technologies materially breached Section 5.1(b)(xii) of the Transaction Agreement, dated as of January 28, 2020, between BorgWarner and Delphi Technologies (the "Agreement") as a result of Delphi Technologies effecting the Revolver Draw without BorgWarner’s prior written consent and asserting that, if such breach is not cured within 30 days, BorgWarner has the right to terminate the Agreement. BorgWarner received a response letter from Delphi Technologies on that date disputing BorgWarner’s breach assertion on the basis that BorgWarner unreasonably withheld its consent to the Revolver Draw. Both BorgWarner and Delphi Technologies continue to believe in the long-term strategic value of the transaction and, at this time, are still working together towards closing the transaction in the second half of 2020. There can be no assurance, however, that BorgWarner and Delphi Technologies will reach a mutually acceptable resolution or that the transaction will close.