Item 1.01 Entry Into a Material Definitive Agreement.
Amendment to Credit Agreement
On
The Second Amendment, amends the Credit Agreement to, among other things:
(i) adjust the applicable interest rate margins for the Term Loan A Facility so
that the applicable interest rate margins will increase or decrease from time to
time between 2.00% and 2.75% per annum (for LIBOR loans) and between 1.00% and
1.75% per annum (for ABR Loans), in each case based upon changes to the
Company's corporate credit ratings; (ii) adjust the applicable interest rate
margins for the Revolving Credit Facility so that the applicable interest rate
margins will increase or decrease from time to time between 1.80% and 2.25% per
annum (for LIBOR loans) and between 0.80% and 1.25% per annum (for ABR loans),
in each case based upon changes to the Company's corporate credit ratings;
(iii) provide that in lieu of the Company maintaining a consolidated net
leverage ratio, the Company must maintain a consolidated secured leverage ratio
as of the last day of any fiscal quarter from
The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Second Amendment, a copy of which will be filed with the
Amendment and Consent Agreement
As previously disclosed, the Company, entered into a Transaction Agreement,
dated
On
The foregoing description of the Amendment and Consent Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment and Consent Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
On
Item 2.02 Results of Operations and Financial Condition.
On
The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), regardless of any general incorporation language in any such filings.
No Offer or Solicitation
This communication is being made in respect of the proposed Transaction. This
communication is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the proposed Transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. In particular, this communication is not an
offer of securities for sale into
Participants in the Solicitation
The Company, BorgWarner and certain of their respective directors, executive
officers and employees may be deemed "participants" in the solicitation of
proxies from Company shareholders in respect of the proposed Transaction.
Information regarding the foregoing persons, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in
the preliminary proxy statement filed on Schedule 14A with the
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definitive proxy statement and any other relevant documents to be filed with the
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the
proposed Transaction. In connection with the proposed Transaction, the Company
filed with the
Investors are able to obtain free of charge the preliminary proxy statement, the
definitive proxy statement and other documents filed with the
Notice Regarding Forward-Looking Statements
This communication may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made, the Company's or BorgWarner's respective current views with respect to future events, including the proposed Transaction, and financial performance or that are based on their respective management's current outlook, expectations, estimates and projections, including with respect to the combined company following the proposed Transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company's or BorgWarner's respective operations and business environment, which may cause the actual results of the Company or BorgWarner to be materially different from those indicated in the forward-looking statements. All statements that address future operating, financial or business performance or the Company's or BorgWarner's respective strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "could," "designed," "effect," "evaluates," "forecasts," "goal," "guidance," "initiative," "intends," "pursue," "seek," "target," "when," "will," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "outlook" or "continue," the negatives thereof and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the possibility that the proposed Transaction will not be pursued; failure to obtain necessary shareholder approvals, regulatory approvals or required financing or to satisfy any of the other conditions to the proposed Transaction; adverse effects on the market price of Company ordinary shares or BorgWarner shares of common stock and on the Company's or BorgWarner's operating results because of a failure to complete the proposed Transaction; failure to realize the expected benefits of the proposed Transaction; failure to promptly and effectively integrate the Company's businesses; negative effects relating to the announcement of the proposed Transaction or any further announcements relating to the proposed Transaction or the consummation of the proposed Transaction on the market price of Company ordinary shares or BorgWarner shares of common stock; significant transaction costs and/or unknown or inestimable liabilities; potential litigation associated with the proposed Transaction; general economic and business conditions that affect the combined company following the consummation of the proposed Transaction; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description of the Second Amendment set forth under Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Amendment and Consent Agreement, datedMay 6, 2020 , by and betweenDelphi Technologies PLC and BorgWarner Inc. 99.1 Joint Press Release, datedMay 6, 2020 99.2 Press Release, datedMay 6, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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