The BorgWarner merger with Delphi Technologies may be in question after a revolving $500 million credit facility was accessed resulting in what BorgWarner says is a “material breach” of the transaction agreement.
BorgWarner Inc. issued the following statement:
“On March 30, 2020, BorgWarner Inc. (“BorgWarner” or “Company”), was informed that Delphi Technologies PLC, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the “Delphi Technologies”), provided notice to the lenders pursuant to its Credit Agreement, dated September 7, 2017, as amended, to draw the full available amount under the revolving facility thereunder (the “Revolver Draw”), resulting in a total of $500 million outstanding under the revolving facility.
Following the Revolver Draw, on March 30, 2020, BorgWarner sent a written notice to Delphi Technologies asserting that Delphi Technologies materially breached Section 5.1(b)(xii) of the Transaction Agreement, dated as of January 28, 2020, between BorgWarner and Delphi Technologies (the “Agreement”) as a result of Delphi Technologies effecting the Revolver Draw without BorgWarner’s prior written consent and asserting that, if such breach is not cured within 30 days, BorgWarner has the right to terminate the Agreement. BorgWarner received a response letter from Delphi Technologies on that date disputing BorgWarner’s breach assertion on the basis that BorgWarner unreasonably withheld its consent to the Revolver Draw. Both BorgWarner and Delphi Technologies continue to believe in the long-term strategic value of the transaction and, at this time, are still working together towards closing the transaction in the second half of 2020. There can be no assurance, however, that BorgWarner and Delphi Technologies will reach a mutually acceptable resolution or that the transaction will close.
For its part, Delphi issued a statement which reads, in part:
Delphi Technologies has been taking significant steps to conserve cash given the immediate impact on our business from the coronavirus pandemic. This includes working to access government support across our operating countries, effecting temporary layoffs, moving employees to part-time schedules and pay reductions throughout the organization, disciplined inventory management and active past dues collection.
Delphi Technologies also determined it was prudent and in the best interests of the Company and its shareholders to draw down on its full $500 million revolving credit facility to best position the company to weather the current market conditions. This precaution is consistent with actions being taken by companies across all industries, regardless of whether they have immediate cash liquidity requirements.
Delphi’s statement echoed that of BorgWarner in its belief in the benefits of the transaction and that it continues to work toward a closing in the second half of 2020, but also in that there is no assurance at this time that the transaction will close.