BorgWarner Launches Cash Tender Offers for Its Senior Notes
BorgWarner has commenced cash tender offers to buy back several series of its senior notes, including an any-and-all offer for its 7.125% notes due 2029, with a total cap of $720 million on the additional offers.
- $720,000,000
- $250,000,000
- $120,685,000
What Happened
BorgWarner has commenced cash tender offers to purchase for cash certain series of its senior notes. The offers include an 'any and all' purchase of its 7.125% Senior Notes due 2029 and four separate offers for other series, with an aggregate cap of $720,000,000 on the latter. The company says the move is a balanced capital allocation strategy intended to grow long-term earnings. The offers expire at 5:00 p.m. New York City time on August 14, 2026, with settlement expected on August 18, 2026.
- 7.125% Senior Notes due 2029 – Any and All Offer, $120,685,000 outstanding, fixed spread +25 basis points (maturity February 15, 2029)
- 4.375% Senior Notes due 2045 – $500,000,000 outstanding, priority level 1, fixed spread +65 basis points (maturity March 15, 2045)
- 5.400% Senior Notes due 2034 – $500,000,000 outstanding, priority level 2, fixed spread +40 basis points (maturity August 15, 2034)
- 4.950% Senior Notes due 2029 – $500,000,000 outstanding, priority level 3, fixed spread +30 basis points (maturity August 15, 2029)
- 2.650% Senior Notes due 2027 – $1,100,000,000 outstanding, priority level 4, fixed spread +20 basis points, subject to a $250,000,000 sub-cap (maturity July 1, 2027)
BorgWarner commences the tender offers and begins distributing the Offer to Purchase; it intends to deliver a notice of redemption for any remaining 7.125% Notes.
Price Determination Date for setting Tender Consideration; offers expire at 5:00 p.m. ET.
Expected Settlement Date for tendered notes.
Redemption Date for any 7.125% Notes not purchased in the Any and All Offer.
The Tender Consideration for each $1,000 principal amount of notes will be based on a fixed spread plus the reference yield of an applicable U.S. Treasury security quoted on a Bloomberg reference page. Holders who tender validly will also receive accrued and unpaid interest up to, but excluding, the settlement date. Notes may be withdrawn at any time at or before the expiration date. The company is not obligated to accept any tenders if conditions are not satisfied, and it may extend, terminate, or amend the offers.
Barclays Capital Inc. and PNC Capital Markets LLC are serving as dealer managers, and Global Bondholder Services Corporation is acting as tender and information agent. The company urges holders to read the Offer to Purchase carefully. Neither the company nor any of the advisors is making a recommendation as to whether holders should tender their notes.
Previously from BorgWarner Inc.
BorgWarner previously announced that it raised its 2026 profit outlook and added $1 billion to its share repurchase program after second-quarter adjusted earnings rose 17.4%. It also declared a quarterly dividend on July 31, 2026. Today's tender offers continue the company's capital-allocation efforts.
- BorgWarner Raises 2026 Profit Outlook and Boosts Buyback by $1 Billion After Strong Q2
- BorgWarner Declares Quarterly Dividend
Background drawn from MotorClaw's earlier coverage of BorgWarner Inc.'s official releases.
Why this matters
BorgWarner says the offers are a balanced capital allocation strategy intended to grow long-term earnings. For bondholders, the tender offers provide a way to sell their notes at a predetermined spread over Treasury yields, potentially ahead of maturity. The outcome determines how much debt the company retires and at what cost.
Terms in This Story
- Senior Notes
- A bond that has priority over other unsecured debt in the issuer's capital structure; it is typically repaid before subordinated debt if the company defaults.
- Tender Offer
- An invitation by an issuer to its bondholders to sell their bonds back at a stated price, often to refinance or reduce debt.
- CUSIP
- A unique identification number assigned to U.S. and Canadian securities to facilitate trading and settlement.
- Make-Whole Redemption
- A call provision that requires the issuer to pay a price equal to the present value of future interest payments plus principal, compensating bondholders for early redemption.
Summarised from the linked release; details can be imperfect — always verify against the original source.