Item 8.01 Other Events.

As previously disclosed in a Current Report on Form 8-K, filed on January 28, 2020, BorgWarner Inc., a Delaware corporation (the "Company"), entered into a Transaction Agreement, dated January 28, 2020, as amended on May 6, 2020 (the "Agreement"), by and between the Company and Delphi Technologies PLC, a public limited company formed under the laws of the Bailiwick of Jersey ("Delphi Technologies"), pursuant to which the Company, or one of its subsidiaries, will acquire Delphi Technologies in an all-stock transaction (the "Transaction"). Following the consummation of the Transaction, Delphi Technologies will become a wholly-owned subsidiary of the Company.

On September 2, 2020, the Company announced, in connection with the Transaction, that it is commencing a private exchange offer (the "Exchange Offer") and related consent solicitation (the "Consent Solicitation") with respect to Delphi Technologies' outstanding 5.00% Senior Notes due 2025 (the "DT Notes").

Pursuant to the Exchange Offer, the Company is offering to issue, in a private offering to eligible noteholders, new notes in exchange for any and all (to the extent held by eligible holders) of the approximately $800 million aggregate principal amount of the DT Notes. In addition, pursuant to the Consent Solicitation, the Company is soliciting consents from the eligible noteholders to amend the DT Notes and the related indenture under which they were issued to eliminate substantially all of the restrictive covenants and events of default, other than payment-related events of default and an event of default regarding a guarantor's consolidation, merger or transfer or lease of all or substantially all of its assets, and to eliminate the covenant relating to a change of control triggering event in respect of Delphi Technologies.

The Exchange Offer and the Consent Solicitation is being made upon the terms and conditions set forth in an offer to exchange and consent solicitation statement dated September 2, 2020 (the "Offering Memorandum"), copies of which will be made available to holders of the DT Notes eligible to participate in the Exchange Offer. The Company's obligation to accept and exchange the DT Notes validly tendered pursuant to the Exchange Offer is subject to certain conditions as set forth in the Offering Memorandum, including the consummation of the Transaction, which is expected to occur in 2020.

A copy of the press release issued by the Company is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





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

 Exhibit
  Number                                Description

   99.1      Press Release dated September 2, 2020
           The cover page from this Current Report on Form 8-K, formatted as
  104.1    Inline XBRL

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