Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2020, BorgWarner Inc. ("BorgWarner") commenced its (i) offer to
exchange (the "Exchange Offer") any and all outstanding 5.00% Senior Notes due
2025 (the "Notes") of Delphi Technologies PLC (the "Company") for new notes
issued by BorgWarner and (ii) related consent solicitation (the "Consent
Solicitation") made by BorgWarner on behalf of the Company to adopt the
Amendments (as defined below) to the indenture, dated September 28, 2017,
between the Company and U.S. Bank National Association, as trustee, registrar,
paying agent and authenticating agent (collectively, the "Trustee"), as amended
by the supplemental indenture, dated December 4, 2017, by and among Delphi
Powertrain Systems, LLC, a Delaware limited liability company, and Delphi
Powertrain International Services, LLC, a Delaware limited liability company, as
guarantors (the "Guarantors"), and the Trustee (collectively, the "Indenture").
The Exchange Offer and Consent Solicitation were commenced in connection with
BorgWarner's proposed acquisition of the Company (the "Transaction") and are
being made pursuant to the terms and subject to the conditions set forth in the
confidential offering memorandum and consent solicitation statement, dated
September 2, 2020, and the related letter of transmittal. The Exchange Offer and
Consent Solicitation are conditioned upon the consummation of the Transaction,
which condition may not be waived by BorgWarner, and certain other conditions
that may be waived by BorgWarner.
Following the receipt of the requisite consents in the Consent Solicitation, on
September 16, 2020, the Company and the Trustee entered into a second
supplemental indenture (the "Supplemental Indenture") to effect certain
amendments under the Indenture, which include (i) eliminating substantially all
of the restrictive covenants in the Indenture, (ii) eliminating certain of the
events which may lead to an "Event of Default" in the Indenture (other than
payment-related events of default and an event of default regarding a
Guarantor's consolidation, merger or transfer or lease of all or substantially
all of its assets), (iii) eliminating any restrictions on the Company from
consolidating with or merging with or into any other person or conveying,
transferring or leasing all or substantially all of its assets to any person and
(iv) eliminating the covenant relating to a change of control triggering event
in respect of the Company (collectively, the "Amendments"). The Supplemental
Indenture became effective and binding on the Company, the Trustee and every
holder of the Notes upon the execution and delivery thereof by the parties
thereto; however, the Amendments shall become operative only upon the
consummation of the Exchange Offer and Consent Solicitation.
The foregoing summary of the Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
4.1 Second Supplemental Indenture, dated September 16, 2020, between
Delphi Technologies PLC and U.S. Bank National Association, as
trustee, registrar, paying agent and authenticating agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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