ACQUISITIONS | ACQUISITIONS Proposed Acquisition of AKASOL AG On February 15, 2021, the Company entered into a Business Combination Agreement (the “Agreement”) with AKASOL AG (“AKASOL”). Pursuant to the agreement, on March 26, 2021, a wholly-owned subsidiary of the Company launched a voluntary public takeover offer at €120.00 per share in cash for all outstanding shares of AKASOL, which valued 100% of AKASOL’s equity at approximately €727 million. Holders of approximately 59% of AKASOL’s outstanding shares committed through Irrevocable Undertakings to accept the offer with respect to their share s. The final acceptance period for this takeover offer is expected to end on May 26, 2021. The Company anticipates that the transaction will be funded primarily with a combination of available cash and incremental debt. Pur suant to the Agreement and to satisfy certain cash confirmation requirements in support of the acquisition pursuant to German law, on February 19, 2021, the Company entered into a $900 million, 364-day delayed draw term loan facility that was undrawn at March 31, 2021 and is expected to remain undrawn. The transaction, which is expected to close in the second quarter of 2021, has received required regulatory approvals but is subject to the satisfaction of other customary closing conditions. Delphi Technologies PLC On October 1, 2020, the Company completed its acquisition of 100% of the outstanding ordinary shares of Delphi Technologies PLC (“Delphi Technologies”) from the shareholders of Delphi Technologies pursuant to the terms of the Transaction Agreement, dated January 28, 2020, as amended on May 6, 2020, by and between the Company and Delphi Technologies (the “Transaction Agreement”). Pursuant to the terms of the Transaction Agreement, the Company issued, in exchange for each Delphi Technologies share, 0.4307 of a share of common stock of the Company, par value $0.01 per share and cash in lieu of any fractional share. In the aggregate, the Company delivered consideration of approximately $2.4 billion. The acquisition strengthens the Company’s electronics and power electronics products, capabilities and scale, positions the Company for greater growth as electrified propulsion systems gain momentum and enhances key combustion, commercial vehicle and aftermarket product offerings. Upon closing, the Company also assumed approximately $800 million (par value) in aggregate principal amount of Delphi Technologies’ outstanding 5.000% Senior Notes due 2025 (the “DT Notes”). On October 5, 2020, the Company completed its offer to exchange new BorgWarner notes for the DT Notes. Approximately $776 million in aggregate principal amount of outstanding DT Notes, representing 97% of the $800 million total outstanding principal amount of the DT Notes, were validly exchanged and cancelled for new BorgWarner notes. Following such cancellation, approximately $24 million in aggregate principal amount of the DT Notes remain outstanding. Since the majority of the DT Notes were exchanged, the Company was able to eliminate substantially all of the restrictive covenants and events of default not related to payment on the $800 million in outstanding senior notes of the Company. The following table summarizes the purchase price for Delphi Technologies: (in millions, except for share data) BorgWarner common stock issued for purchase of Delphi Technologies 37,188,819 BorgWarner share price at October 1, 2020 $ 39.54 Fair value of stock consideration $ 1,470 Stock compensation consideration 7 Total stock consideration $ 1,477 Cash consideration 18 Repayment of Delphi Technologies’ debt 896 Total consideration $ 2,391 The purchase price was allocated on a preliminary basis as of October 1, 2020. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. The Company is in the process of finalizing all purchase accounting adjustments related to the Delphi Technologies acquisition. Certain estimated values for the acquisition, including goodwill, intangible assets and deferred taxes are not yet finalized, and the preliminary purchase price allocations are subject to change as the Company completes its analysis of the fair value at the date of acquisition. The final valuation of assets acquired and liabilities assumed may be materially different from the estimated values shown below. The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments: (in millions) Initial Allocation Measurement Period Adjustments Revised Allocation ASSETS Cash and cash equivalents $ 460 $ — $ 460 Receivables, net 901 1 902 Inventories, net 398 (1) 397 Prepayments and other current assets 77 — 77 Property, plant and equipment, net 1,548 — 1,548 Investments and other long-term receivables 103 — 103 Goodwill 710 1 711 Other intangible assets, net 760 — 760 Other non-current assets 359 — 359 Total assets acquired 5,316 1 5,317 LIABILITIES Notes payable and other short-term debt 2 — 2 Accounts payable 692 — 692 Other current liabilities 609 (1) 608 Long-term debt 934 — 934 Other non-current liabilities: Retirement-related 313 — 313 Other 286 — 286 Total liabilities assumed 2,836 (1) 2,835 Noncontrolling interests 89 — 89 Net assets and noncontrolling interests acquired $ 2,391 $ 2 $ 2,393 Any excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. Goodwill of $711 million, including the impact of measurement period adjustments, was allocated across the Company’s four segments, as noted in the table below. The goodwill consists of the Company’s expected future economic benefits that will arise from expected future product sales and operational synergies from combining Delphi Technologies with its existing business and is not deductible for tax purposes. (in millions) Air Management $ 147 e-Propulsion & Drivetrain 281 Fuel Injection — Aftermarket 283 Total acquisition date goodwill $ 711 The valuation of intangible assets was determined using an income approach methodology. The fair values of the customer relationship intangible assets were estimated using the multi-period excess earnings method. Assumptions used in these calculations were considered from a market participant perspective and include revenue growth rates, estimated earnings, contributory asset charges, customer attrition and discount rates. The fair values of the developed technology and trade name intangible assets were estimated utilizing the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the remaining useful lives of the assets to estimate the royalty savings. Assumptions used in the determination of the fair value of the developed technology included revenue growth rates, royalty rates, obsolescence factors and discount rates. Assumptions used in the determination of the fair value of the trade name included the revenue growth rates, the royalty rate and discount rate. The following table summarizes the other intangible assets acquired: (in millions) Estimated Life Estimated Fair Value Amortized intangible assets: Developed technology 14 years $ 270 Customer relationships 15 years 380 Total amortized intangible assets 650 Unamortized trade name Indefinite 110 Total other intangible assets $ 760 Generally accepted valuation practice indicates that assets and liabilities may be valued using a range of methodologies. The property, plant and equipment and inventory acquired were valued using a combination of cost and market approaches. Goodwill, identifiable intangible assets, noncontrolling interests and the equity method investment were valued using the income approach. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company. On a pro forma basis, the combined net sales of the Company and Delphi Technologies for the three months ended March 31, 2020 were $3,224 million. Romeo Power, Inc. In May 2019, the Company invested $50 million in exchange for a 20% equity interest in Romeo Systems, Inc., now known as Romeo Power, Inc., (“Romeo”) a technology-leading battery module and pack supplier that was then privately held. The Company accounted for this investment in Series A-1 Preferred Stock of Romeo under the measurement alternative in ASC Topic 321, “Investments - Equity Securities” for equity securities without a readily determinable fair value. Such investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In September 2019, the Company and Romeo contributed total equity of $10 million and formed a new joint venture, BorgWarner Romeo Power LLC (“Romeo JV”), in which the Company owns a 60% interest. Romeo JV is a variable interest entity focusing on producing battery module and pack technology. The Company is the primary beneficiary of Romeo JV and consolidates Romeo JV in its consolidated financial statements. On December 29, 2020, through the business combination of Romeo Systems, Inc. and special purpose acquisition company RMG Acquisition Corporation, a new entity, Romeo Power, Inc., became a publicly listed company. The Company’s ownership in Romeo was reduced to 14%, and the investment no longer qualified for the measurement alternative under ASC Topic 321 as the investment now has a readily determinable fair value. Therefore, the investment is recorded at fair value on an ongoing basis with changes in fair value being recognized in Unrealized loss on equity securities in the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2021, the Company recorded a loss of $272 million to adjust the carrying value of the Company’s investment to fair value of $160 million, which is reflected in Investments and other long-term receivables in the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2020, after completing a qualitative assessment which indicated the Company’s equity securities in Romeo may have been impaired, the Company recorded a $9 million impairment charge to reflect this investment at its estimated fair value of $41 million. The estimated fair value of Romeo was determined using unobservable inputs including quantitative information from lower valuations in recently completed or proposed financings and the liquidation preferences included in the Romeo stock agreements. These unobservable inputs are considered Level 3. |