BORGWARNER INC (BWA): M&A transaction — BorgWarner completes PHINIA spin-off; pro forma 2022 EPS $2.75 vs $3.99

BORGWARNER INC

Spin-off completed July 3, 2023; each BWA share received one PHIN share per five held.
Pro forma 2022 net sales $12,628M, net earnings $652M, diluted EPS $2.75.
Pro forma Q1 2023 net sales $3,383M, net earnings $166M, diluted EPS $0.71.
PHINIA to be reported as discontinued operations starting Q3 2023.
Distribution tax-free except for cash in lieu of fractional shares; PHIN trades under PHIN.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

BORGWARNER INC completed a disposition involving PHINIA Inc. for distribution of 100% of the outstanding shares of common stock of PHINIA Inc. to holders of record of common stock of the Company on a pro rata basis; each hold (closed 2023-07-03).

Action: disposition
Counterparty: PHINIA Inc.
Consideration: distribution of 100% of the outstanding shares of common stock of PHINIA Inc. to holders of record of common stock of the Company on a pro rata basis; each hold
Closing: 2023-07-03

Exact text from the filing

On July 3, 2023 (the “Distribution Date”), at 5:00 p.m. Eastern Daylight time, BorgWarner Inc. (the “Company”, “we,” “us,” or “our”) completed the previously announced separation of our Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (“PHINIA”) to holders of record of common stock of the Company on a pro rata basis (the “Spin-Off”).

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Source: SEC EDGAR

accession 0000908255-23-000036

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