BorgWarner and Delphi Technologies said they had amended terms of the definitive transaction agreement originally entered into on 28 January, 2020 under which BorgWarner would acquire Delphi Technologies in an all-stock transaction.
The amendment resolves BorgWarner's previously stated assertion that Delphi Technologies materially breached the agreement by drawing down on its full US$500m revolving credit facility which Delphi Technologies disputed on the basis that BorgWarner unreasonably withheld and conditioned its consent.
Under the amendment, approved by the boards of directors of both companies, BorgWarner consents to Delphi Technologies' recent draw down of its revolver.
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The amended agreement also provides for new closing conditions requiring that, at the time of the transaction closing, the total amount of Delphi Technologies' outstanding revolver borrowings do not exceed $225m and net of its cash balances do not exceed $115m and its net debt-to-adjusted EBITDA ratio does not exceed a specified threshold.
The parties have also agreed to a revised exchange ratio which will see Delphi Technologies' shareholders receive 0.4307 shares of BorgWarner stock for each Delphi Technologies share.
This is a 5% reduction in the exchange ratio relative to the exchange ratio contained in the original agreement.
Current BorgWarner and Delphi Technologies shareholders now would own approximately 85% and 15%, respectively, of the outstanding shares of the combined company following completion of the transaction.
All other terms and conditions of the original agreement remain substantially the same.
