Item 1.01 Entry into a Material Definitive Agreement

On November 16, 2022, BorgWarner Inc. (the "Company" or "BorgWarner") entered into a letter agreement with Wolfspeed, Inc. (NYSE: WOLF) ("Wolfspeed") under which BorgWarner agreed to invest up to $500 million in a not-less-than $1 billion convertible debt offering (the "Offering") by Wolfspeed, a semiconductor company focused on silicon carbide and GaN technologies. The Offering will consist of convertible promissory notes issued by Wolfspeed that will be convertible into Wolfspeed stock. The specific terms of the Offering will be determined through negotiations between Wolfspeed and one or more financial investors in the Offering. However, BorgWarner has no obligation to invest in the Offering if the Offering does not close on or before May 15, 2023 (or such later date as may be agreed upon by BorgWarner and Wolfspeed). Simultaneously with the execution of the letter agreement, BorgWarner and Wolfspeed entered into an agreement under which Wolfspeed agreed to provide a silicon carbide manufacturing capacity corridor to BorgWarner. Under the multiyear agreement between BorgWarner and Wolfspeed, beginning in 2024, BorgWarner will be entitled to purchase up to $650 million of devices annually as BorgWarner requirements increase.




Item 9.01   Financial Statements and Exhibits

(d)   Exhibits. The following exhibits are being furnished as part of this
Report.

     Exhibit
     Number                                        Description

      104.1       The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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