BorgWarner completes spin-off of PHINIA; 1 share per 5 BWA shares held

BORGWARNER INC

Spin-off completed on July 3, 2023; PHINIA now operates Fuel Systems and Aftermarket businesses.
Holders of BWA received 1 PHINIA share for every 5 shares held on June 23, 2023 record date.
Post-spin agreements: Separation, Transition Services, Tax, Employee Matters, IP Cross-License.
PHINIA's cash balance targeted at ~$300M at separation, subject to post-distribution adjustment.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.8

BORGWARNER INC entered into Tax Matters Agreement with PHINIA Inc. valued at Tax Matters Agreement regarding tax obligations post-spin-off. (effective 2023-07-03).

Action: entry
Agreement: license
Counterparty: PHINIA Inc.
Value: Tax Matters Agreement regarding tax obligations post-spin-off.
Effective: 2023-07-03

Exact text from the filing

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BORGWARNER INC entered into Separation and Distribution Agreement with PHINIA Inc. valued at Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and (effective 2023-07-02).

Action: entry
Agreement: supply
Counterparty: PHINIA Inc.
Value: Separation and Distribution Agreement governing the separation and distribution of Fuel Systems and
Effective: 2023-07-02

Exact text from the filing

ay 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”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.8

BORGWARNER INC entered into Employee Matters Agreement with PHINIA Inc. valued at Employee Matters Agreement regarding employee benefits and obligations post-spin-off. (effective 2023-07-03).

Action: entry
Agreement: license
Counterparty: PHINIA Inc.
Value: Employee Matters Agreement regarding employee benefits and obligations post-spin-off.
Effective: 2023-07-03

Exact text from the filing

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.8

BORGWARNER INC entered into Transition Services Agreement with PHINIA Inc. valued at Transition Services Agreement for post-spin-off services. (effective 2023-07-03).

Action: entry
Agreement: license
Counterparty: PHINIA Inc.
Value: Transition Services Agreement for post-spin-off services.
Effective: 2023-07-03

Exact text from the filing

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.8

BORGWARNER INC entered into Intellectual Property Cross-License Agreement with PHINIA Inc. valued at Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin (effective 2023-07-03).

Action: entry
Agreement: license
Counterparty: PHINIA Inc.
Value: Intellectual Property Cross-License Agreement for cross-licensing of intellectual property post-spin
Effective: 2023-07-03

Exact text from the filing

In connection with the Spin-Off, the Company entered into several agreements with PHINIA on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with PHINIA after the Spin-Off, including the following agreements: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Matters Agreement; • an Employee Matters Agreement; and • an Intellectual Property Cross-License Agreement.

View on SEC.gov

Browse all material agreements →

BORGWARNER INC filing history →

Source: SEC EDGAR

accession 0001104659-23-079180

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.