BWA BorgWarner

Filed: 19 May 21, 10:58am





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2021




(Exact name of registrant as specified in its charter)




Delaware 1-12162 13-3404508
(State or other jurisdiction
of incorporation)
File No.)
 (IRS Employer
Identification No.)

3850 Hamlin Road, Auburn Hills, Michigan 48326

(Address of principal executive offices, including 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:


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




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 ☐

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. ☐




Item 1.01 Entry Into a Material Definitive Agreement.

On May 19, 2021, BorgWarner Inc. (“BorgWarner” or the “Company”) completed the public offering and issuance of €1.0 billion aggregate principal amount of its 1.00% Senior Notes due 2031 (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 an Eighth Supplemental Indenture, dated May 19, 2021 between the Company and Deutsche Bank Trust Company Americas, as trustee for the Notes (the “Eighth 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 Exchange Commission on May 13, 2021 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 Eighth Supplemental Indenture. A copy of the Base Indenture is filed as Exhibit 4.1 and a copy of the Eighth Supplemental Indenture is filed as Exhibit 4.2 and both are incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


41.  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  Eighth Supplemental Indenture, dated as of May 19, 2021, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee, (including the form of Global Note attached as Exhibit A to the Eighth Supplemental Indenture).
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.


Date: May 19, 2021  By: 

/s/ Tonit M. Calaway

   Name: Tonit M. Calaway 
   Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary