DELPHI TECHNOLOGIES PLC Item 1.02. Termination of a Material Definitive Agreement.
At the effective time of the Transaction (the "Effective Time"), the Credit
Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction above is incorporated herein by reference.
At the Effective Time, each of the issued and outstanding ordinary shares of
Subject to certain exceptions, each award of restricted stock units (other than
performance-based restricted stock units) of
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RSUs covering a number of BorgWarner Shares determined by multiplying: (i) the
number of Delphi Technologies Shares subject to such Existing PSU Award
immediately prior to the closing of the Transaction (with performance deemed to
have been achieved for this purpose at the target number of Delphi Technologies
Shares subject to such Existing PSU Award); by (ii) the Exchange Ratio (and
rounding up or down to the nearest whole number) (such restricted stock unit of
BorgWarner, a "Converted PSU Award"). Each Converted PSU Award is subject to the
same time-based vesting conditions that applied to the Existing PSU Award
immediately prior to the closing of the Transaction and is not subject to any
performance-based vesting conditions. In all other respects, the Converted PSU
Award is subject to substantially the same terms and conditions applicable to
the Existing PSU Award and will generally become fully vested upon certain
qualifying terminations of employment of the holder thereof prior to the second
anniversary of the Effective Time. Each Existing PSU Award that was not
converted into a Converted PSU Award was, as of immediately prior to the
Effective Time, cancelled and automatically converted into the right to receive,
for each restricted stock unit subject to such Existing PSU Award (which, for
this purpose, was a number equal to the target number of Delphi Technologies
Shares subject to the Existing PSU Award), an amount of cash equal to the Cash
Value. Each award of options to acquire Delphi Technologies Shares that was
outstanding and unexercised immediately prior to the Effective Time was, as of
the Effective Time, cancelled and automatically converted into the right to
receive an amount of cash equal to the product of: (i) the excess, if any, of
the Cash Value over the exercise price per Delphi Share of such option,
multiplied by (ii) the total number of Delphi Technologies Shares subject to
such option. Each award of restricted stock units that was granted to a
non-employee member of the Board of Directors of
As of the Effective Time, BorgWarner assumed all of the
The foregoing summaries of the Transaction and the Transaction Agreement do not
purport to be complete and are subject to, and qualified in their entirety by
reference to, the full text of the Transaction Agreement, which was previously
attached as Exhibit 2.1 to the Current Report on Form 8-K filed by
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the Effective Time, Delphi Technologies Shares were listed and traded
on the NYSE under the trading symbol "DLPH." On
The information set forth in Item 2.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, each outstanding Delphi Technologies Share (other than Delphi Technologies Shares held by BorgWarner or any of its affiliates) was converted into the right to receive 0.4307 of a BorgWarner Share and cash in lieu of any fractional BorgWarner Share.
The information set forth in Items 2.01, 3.01 and 5.01 is incorporated herein by reference.
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--------------------------------------------------------------------------------Item 5.01. Changes in Control of Registrant.
At the Effective Time, a change in control of
The information set forth in Items 2.01 and 3.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Transaction Agreement,
Also at the Effective Time,
The information set forth in Item 2.01 is incorporated herein by reference.
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