BorgWarner in $373.75 Million Convertible Note Offering

Cleary Gottlieb represented Morgan Stanley, Merrill Lynch & Co., Citi and Deutsche Bank as underwriters in a $373.75 million registered public offering by BorgWarner Inc. of 3.50% senior convertible notes due 2012. Cleary Gottlieb also represented affiliates of Merrill Lynch & Co. as counterparties to BorgWarner in related convertible note hedge transactions, intended to reduce the potential dilution of BorgWarner’s common stock upon conversion of the notes, and in contemporaneous warrant transactions. The offering (including full exercise of the related over-allotment option), the hedge transactions and the warrant transactions each closed on April 9.

BorgWarner is a leading global supplier of highly engineered automotive systems and components, primarily for powertrain applications.