8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2021

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-12162	13-3404508
State or other jurisdiction of	Commission File No.	(I.R.S. Employer
Incorporation or organization		Identification No.)

3850 Hamlin Road,	Auburn Hills,	Michigan	48326
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BWA	New York Stock Exchange
1.80% Senior Notes due 2022	BWA22	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o  

Item 2.01     Completion of Acquisition or Disposition of Assets.

As previously disclosed in a Current Report on Form 8-K filed on February 18, 2021, as amended on March 26, 2021, BorgWarner Inc., a Delaware corporation (the “Company”), entered into a Business Combination Agreement, dated February 15, 2021, by and among the Company, Blitz F21-842 AG, a stock corporation incorporated under the laws of Germany and a wholly-owned indirect subsidiary of the Company that is now known as “ABBA BidCo AG” (“BidCo”), and Akasol AG, a stock corporation incorporated under the laws of Germany (“Akasol”), pursuant to which the Company, indirectly through BidCo, made a voluntary public takeover offer within the meaning of Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act for the purchase of up to all of the 6,061,856 non-par value bearer shares with a proportionate amount of €1.00 per share of the share capital of Akasol (each, an “Akasol Share” and collectively “Akasol Shares”) for cash consideration per Akasol Share of €120.00 (the “Offer”). Sven Schulz, Akasol’s largest shareholder, Chief Executive Officer and Founder, as well as certain other shareholders, each entered into an Agreement on the Irrevocable Undertaking with the Company and BidCo under which each such shareholder committed to tender approximately 59.4% of the issued Akasol Shares into the Offer.

The additional acceptance period of the Offer expired at 24:00 hrs. (Frankfurt am Main local time) / 18:00 hrs. (New York City time) on May 26, 2021. The Offer has been accepted for a total of 5,400,025 Akasol Shares (the “Tendered Akasol Shares”), corresponding to approximately 89.08% of the share capital and the voting rights of Akasol. The Offer settled on June 4, 2021 (the “Settlement Date”), by crediting the offer consideration to the account of the respective custodian bank at Clearstream Banking AG simultaneously with the transfer of the Tendered Akasol Shares to BidCo (“Offer Settlement”).

Following Offer Settlement, Akasol became a majority-owned subsidiary of the Company. The total cash consideration paid by the Company, indirectly through BidCo, for the Tendered Akasol Shares was €648,003,000, which the Company paid from current cash balances and which includes proceeds received from the Company’s previously announced public offering of BorgWarner 1.00% Senior Notes due 2031.

Akasol, headquartered in Darmstadt, Germany, is a leading developer and manufacturer of high-energy and high-performance lithium-ion battery systems for use in buses, commercial vehicles, rail vehicles and industrial vehicles, as well as in ships and boats.

Following Offer Settlement, subject to approval of the shareholders at the Akasol annual general meeting on June 30, 2021, the Company expects to be represented with three of the five members of Akasol’s Supervisory Board. The Company will assess what additional actions, if any, it will take to achieve full control and ownership of Akasol including, without limitation, the delisting of Akasol Shares.

Item 8.01     Other Events

On the Settlement Date, the Company issued a press release announcing the completion of the Offer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)     Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
2.1	Business Combination Agreement, dated February 15, 2021, by and among BorgWarner Inc., Blitz F21-842 AG and Akasol AG (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed March 26, 2021).
2.2	Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Sven Schulz, Sven Schulz Group GmbH, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed March 26, 2021).*
2.3	Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Stephen Raiser, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed March 26, 2021).*
2.4	Agreement on the Irrevocable Undertaking, dated February 15, 2021, among Felix von Borck, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed March 26, 2021).*
2.5	Agreement on the Irrevocable Undertaking, dated February 15, 2021, Dr. Björn Eberleh, BorgWarner Inc. and Blitz F21-842 AG (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A filed March 26, 2021).*
99.1	Press Release dated June 4, 2021.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

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: June 4, 2021	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary

EX-99.1

BorgWarner Completes Tender Offer and Acquires 89.08% of AKASOL AG

Expands Commercial Vehicle and Industrial Electrification Capabilities

Accelerates in Fast-Growing Commercial Vehicle and Off-Highway Battery Pack Market

Auburn Hills, Michigan, June 4, 2021 – BorgWarner Inc. (NYSE: BWA) today announced that it has completed the tender offer for shares of AKASOL AG, resulting in BorgWarner owning 89.08% of AKASOL’s outstanding shares following completion of the tender offer. The acquisition further strengthens BorgWarner’s commercial vehicle and industrial electrification capabilities, which positions the Company to capitalize on what it believes to be a fast-growing battery pack market.

“We are excited to add AKASOL’s innovative products, capabilities and team to BorgWarner as we advance our plan to grow our electric vehicle businesses to approximately 45% of total revenues by 2030 under Project Charging Forward,” said Frédéric Lissalde, President and CEO of BorgWarner. “Our companies share a commitment to delivering innovative, environmentally friendly solutions to our global customers, and together, we’ll be even better positioned to do just that.”

AKASOL is now a majority-owned subsidiary of BorgWarner. AKASOL’s headquarters are in Darmstadt, Germany, and as previously announced, AKASOL will be run independently. Subject to approval of the shareholders at the AKASOL annual general meeting on June 30, 2021, BorgWarner expects to be represented with three of the five members of AKASOL’s Supervisory Board. BorgWarner will assess what additional actions, if any, it will take to achieve full control and ownership of AKASOL including, without limitation, the delisting of AKASOL’s shares.

BorgWarner paid approximately €648 million to settle the tender offer from current cash balances, which includes proceeds received from its previously announced public offering of BorgWarner 1.00% Senior Notes due 2031.The Company plans to provide the estimated financial impact of the acquisition when it reports second quarter earnings on August 4, 2021. It is currently expected that AKASOL will be included in BorgWarner’s Air Management reporting segment.

About BorgWarner

BorgWarner is a global product leader in sustainable mobility solutions for the vehicle market. Building on its original equipment expertise, BorgWarner also brings market leading product and service solutions to the global aftermarket. With manufacturing and technical facilities in 99 locations in 24 countries, the Company employs approximately 50,000 worldwide. For more information, please visit borgwarner.com.

Forward Looking Statements

Statements in this press release may constitute forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act (the “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,” “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 press release, 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. Accounting estimates, such as those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 (“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. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s 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, include, among others: uncertainties regarding the extent and duration of impacts of matters associated with COVID-19/coronavirus (“COVID-19”), including additional production disruptions; the failure to realize the expected benefits of the acquisition of Delphi Technologies PLC that the Company completed on October 1, 2020; the failure to realize the expected benefits of the acquisition of AKASOL or a delay in the ability to realize those benefits; the failure to successfully execute on a timely basis our taking private strategy with respect to AKASOL; the failure to promptly and effectively integrate acquired businesses; the potential for unknown or inestimable liabilities relating to acquired businesses; our dependence on automotive and truck production, both of which are highly cyclical and subject to disruptions; our reliance on major original equipment manufacturer (“OEM”) customers; commodities availability and pricing; supply disruptions; the uncertainty of the global economic environment; future changes in laws and regulations, including, by way of example, tariffs, in the countries in which we operate; impacts from any potential future acquisition or divestiture transaction; and the other risks, described in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company does not undertake any obligation to update any forward-looking statements, except as required by law.

Contacts

IR

Patrick Nolan

Phone: +1 248-754-0884

Email: ir@borgwarner.com

PR

Michelle Collins

Phone: +1 248-754-0449

Email: mediacontact@borgwarner.com

borgwarner.com

XML

Cover	Jun. 04, 2021
Cover [Abstract]
Document Period End Date	Jun. 04, 2021
Document Type	8-K
Entity File Number	1-12162
Entity Information [Line Items]
Entity Registrant Name	BORGWARNER INC.
Entity Address, Postal Zip Code	48326
Entity Address, Address Line One	3850 Hamlin Road,
Entity Address, City or Town	Auburn Hills,
Entity Address, State or Province	MI
City Area Code	248
Local Phone Number	754-9200
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000908255
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3404508
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BWA
Security Exchange Name	NYSE
Senior Notes Due November 2022 | Senior Notes
Entity Information [Line Items]
Title of 12(b) Security	1.80% Senior Notes due 2022
Trading Symbol	BWA22
Security Exchange Name	NYSE