0001193125-21-166241.txt : 20210519 0001193125-21-166241.hdr.sgml : 20210519 20210519110328 ACCESSION NUMBER: 0001193125-21-166241 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12162 FILM NUMBER: 21939113 BUSINESS ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2487549200 MAIL ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 8-A12B 1 d160845d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

BORGWARNER INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-3404508

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

3850 Hamlin Road

Auburn Hills, Michigan 48326

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

  

Name of each exchange on which
each class is to be registered

1.000% Senior Notes due 2031   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☑

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-236478

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereunder are €1.0 billion aggregate principal amount of 1.00% Senior Notes due 2031 (the “Notes”) of BorgWarner Inc., a Delaware corporation (the “Registrant”). The description of the general terms and provisions of the Notes set forth under the caption “Description of Debt Securities” in the prospectus dated February 18, 2020, included in the Registrant’s registration statement on Form S-3ASR (File No. 333-236478), which became automatically effective upon filing with the Securities and Exchange Commission (the “Commission”) on February 18, 2020, and under the caption “Description of the Senior Notes” in the prospectus supplement thereto dated May 12, 2021, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.

Item 2. Exhibits.

The following exhibits are filed herewith and are incorporated by reference herein:

 

4.1    Indenture, dated as of September 23, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Chase Manhattan Trust Company, National Association), as trustee (incorporated by reference to Exhibit No. 4.6 to the Registrant’s Registration Statement No. 333-172198 filed on February 11, 2011).
4.2    Eighth Supplemental Indenture, dated as of May 19, 2021, between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as trustee, (including the form of Global Note attached as Exhibit A to the Eighth Supplemental Indenture) (incorporated by reference to Exhibit No. 4.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2021).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

BORGWARNER INC.
By:  

/s/ Tonit M. Calaway

Name:   Tonit M. Calaway
Title:   Executive Vice President and Secretary

Dated: May 19, 2021