BorgWarner Announces Cash Tender Offers for its Senior Notes

Auburn Hills, Michigan, August 7, 2024 - BorgWarner Inc. (NYSE: BWA) (the "Company") today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the "Notes," and each a "series").

Title of Security	CUSIP No.	Principal Amount Outstanding	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread
3.375% Senior Notes due 2025	099724AJ5	$384,474,000	1.75% U.S. Treasury due March 15, 2025	FIT3	0 bps
5.000% Senior Notes due 2025	099724AM8 / U0560UAA0	$453,187,000	5.00% U.S. Treasury due September 30, 2025	FIT4	0 bps

The tender offers consist of offers to purchase for cash any and all of the Company's outstanding 3.375% Senior Notes due 2025, CUSIP No. 099724AJ5, and 5.000% Senior Notes due 2025, CUSIP Nos. 099724AM8 / U0560UAA0, on the terms and conditions set forth in the Offer to Purchase, dated August 7, 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the related Notice of Guarantee Delivery attached to the Offer to Purchase (the "Notice of Guaranteed Delivery"). The tender offers are individually referred to herein as a "Tender Offer" and collectively as the "Tender Offers." The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the "Tender Offer Documents."

Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Time (as defined below) to receive the Tender Offer Consideration (as defined below). Additionally, holders whose Notes are purchased in the Tender Offers will receive accrued and unpaid interest from the last interest payment date of the Notes of each series to, but not including, the Settlement Date (as defined in the Offer to Purchase). The Company expects the Settlement Date to occur on August 16, 2024.

The Tender Offers will expire at 5:00 p.m., New York City time, on August 13, 2024 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by the Company. The Notes tendered may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase.

The Company's obligation to accept for purchase and to pay for Notes of each series validly tendered and not validly withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver, in the Company's discretion, of a financing condition and certain other conditions, which are more fully described in the Offer to Purchase. The Tender Offers are not subject to a minimum tender condition. The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Documents. Holders of Notes are urged to read the Tender Offer Documents carefully.

The consideration for each $1,000 principal amount of Notes of a series validly tendered, not validly withdrawn and accepted for purchase pursuant to the applicable Tender Offer (the "Tender Offer Consideration") will be the lesser of (x) the amount as determined in the manner described in the Tender Offer Documents by reference to the fixed spread specified in the table above plus the applicable yield to maturity on the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on August 13, 2024 and (y) $1,000 for 3.375% Senior Notes due 2025 or $1,010 for the 5.000% Senior Notes due 2025.

Information Relating to the Tender Offers

The Offer to Purchase is being distributed to holders beginning today. BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact BofA Securities, Inc. at (980)-387-5602 (toll-free) or email [email protected], Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or email [email protected] and Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4759 (collect) or email [email protected]. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (212) 430-3774 or toll-free at (855) 654-2015 or at the following web address: https://www.gbsc-usa.com/borgwarner.

None of the Company or its affiliates, their respective boards of directors or managers, the dealer manager, the information agent, the tender agent, the trustees or any of their respective affiliates makes any recommendation as to whether holders should tender Notes of a series in response to the Tender Offers. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, as to what principal amount of Notes to tender.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

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