BorgWarner Sets Pricing Terms for Cash Tender Offers on Senior Notes
BorgWarner announced reference yields and tender considerations for its cash tender offers across five senior note series, capped at $720 million for the four non-any-and-all offers.
- $720,000,000
- $250,000,000
- $1,061.70 per $1,000
- $120,685,000
What Happened
BorgWarner announced the pricing terms for its previously launched cash tender offers on five series of senior notes. The offers were made under an Offer to Purchase dated August 10, 2026. They include an any-and-all offer for all outstanding 7.125% Senior Notes due 2029, plus four separate Waterfall offers with an aggregate cap of $720,000,000 in tender consideration, excluding accrued interest. The company described the move as a balanced capital allocation strategy intended to grow long-term earnings.
- 7.125% Senior Notes due 2029 (Any and All): $120,685,000 outstanding; reference security 3.500% UST due 2/15/2029; reference yield 4.230%; +25 bps; $1,061.70 per $1,000.
- 4.375% Senior Notes due 2045: $500,000,000 outstanding; acceptance priority 1; reference security 5.000% UST due 5/15/2046; reference yield 5.265%; +65 bps; $827.77 per $1,000.
- 5.400% Senior Notes due 2034: $500,000,000 outstanding; acceptance priority 2; reference security 4.375% UST due 5/15/2036; reference yield 4.689%; +40 bps; $1,019.75 per $1,000.
- 4.950% Senior Notes due 2029: $500,000,000 outstanding; acceptance priority 3; reference security 4.125% UST due 7/15/2029; reference yield 4.248%; +30 bps; $1,010.87 per $1,000.
- 2.650% Senior Notes due 2027: $1,100,000,000 outstanding; sub-cap $250,000,000; acceptance priority 4; reference security 3.750% UST due 6/30/2027; reference yield 4.013%; +20 bps; $986.77 per $1,000.
Offer to Purchase dated; company intends to deliver redemption notice for 7.125% Notes to BNY.
Reference yields determined; price determination date.
Tender offers expire (unless extended).
Settlement date for accepted notes.
Redemption date for any 7.125% Notes remaining after the any-and-all offer.
The Tender Offers will expire at 5:00 p.m. New York City time on August 14, 2026, unless extended or earlier terminated. They are not contingent upon any aggregate minimum principal amount of Notes, and none of the offers is conditioned on completion of the others. The company may increase the Waterfall Cap or the Sub Cap, and may increase the amount of Waterfall Notes accepted by up to 2% of the outstanding series without amending or extending the offers. Acceptance is subject to conditions in the Offer to Purchase, and the company may waive conditions, extend or terminate offers, or amend them. Barclays Capital Inc. and PNC Capital Markets LLC are dealer managers, and Global Bondholder Services Corporation is the tender and information agent.
If any 7.125% Notes remain outstanding after the Any and All Offer, BorgWarner intends to redeem them on September 9, 2026, at a make-whole redemption price plus accrued and unpaid interest, under the 7.125% Notes Indenture. The company delivered a notice of redemption to The Bank of New York Mellon on August 10, 2026. Settlement for tendered notes is expected on August 18, 2026, the second business day after the Expiration Date.
Previously from BorgWarner Inc.
BorgWarner launched these cash tender offers on August 10, 2026, including an any-and-all offer for its 7.125% notes due 2029 and a $720 million cap on the additional offers. Two days earlier, the company had raised its 2026 profit outlook and added $1 billion to its share repurchase plan after second-quarter adjusted earnings rose 17.4%.
- BorgWarner Launches Cash Tender Offers for Its Senior Notes
- BorgWarner Raises 2026 Profit Outlook and Boosts Buyback by $1 Billion After Strong Q2
Background drawn from MotorClaw's earlier coverage of BorgWarner Inc.'s official releases.
Why this matters
The tender offers let BorgWarner buy back portions of its outstanding debt at set prices, reducing future interest costs and rebalancing its capital structure. Bondholders must decide whether to tender by August 14, 2026. The company says the move is part of a balanced capital allocation strategy aimed at growing long-term earnings.
Terms in This Story
- Senior Notes
- Bonds that have a higher priority than subordinated debt in repayment and are generally unsecured.
- Tender Offer
- A public offer by a company to buy its own securities from existing holders at a set price.
- Reference Yield
- The yield of a benchmark Treasury security used as a basis to determine the price for a bond being bought back.
- Make-whole Redemption
- A redemption that pays bondholders the present value of remaining coupon payments plus principal, compensating for lost future interest.
Summarised from the linked release; details can be imperfect — always verify against the original source.