DLPH Delphi Technologies PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2020

One Angel Court

10th Floor

London, EC2R 7HJ

United Kingdom

(Address of principal executive offices)

011-44-020-305-74300

(Registrant’s telephone number, including area code)

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Introduction

On October 1, 2020, BorgWarner Inc., a Delaware corporation (“BorgWarner”), completed the previously announced acquisition of Delphi Technologies PLC, a public limited company organized under the Laws of the Bailiwick of Jersey (“Delphi Technologies”), by means of a court-sanctioned scheme of arrangement (the “Transaction”) pursuant to the Transaction Agreement, dated as of January 28, 2020, as amended (the “Transaction Agreement”), by and between the parties. Upon the consummation of the Transaction, Delphi Technologies became a wholly-owned subsidiary of BorgWarner.

RSUs covering a number of BorgWarner Shares determined by multiplying: (i) the number of Delphi Technologies Shares subject to such Existing PSU Award immediately prior to the closing of the Transaction (with performance deemed to have been achieved for this purpose at the target number of Delphi Technologies Shares subject to such Existing PSU Award); by (ii) the Exchange Ratio (and rounding up or down to the nearest whole number) (such restricted stock unit of BorgWarner, a “Converted PSU Award”). Each Converted PSU Award is subject to the same time-based vesting conditions that applied to the Existing PSU Award immediately prior to the closing of the Transaction and is not subject to any performance-based vesting conditions. In all other respects, the Converted PSU Award is subject to substantially the same terms and conditions applicable to the Existing PSU Award and will generally become fully vested upon certain qualifying terminations of employment of the holder thereof prior to the second anniversary of the Effective Time. Each Existing PSU Award that was not converted into a Converted PSU Award was, as of immediately prior to the Effective Time, cancelled and automatically converted into the right to receive, for each restricted stock unit subject to such Existing PSU Award (which, for this purpose, was a number equal to the target number of Delphi Technologies Shares subject to the Existing PSU Award), an amount of cash equal to the Cash Value. Each award of options to acquire Delphi Technologies Shares that was outstanding and unexercised immediately prior to the Effective Time was, as of the Effective Time, cancelled and automatically converted into the right to receive an amount of cash equal to the product of: (i) the excess, if any, of the Cash Value over the exercise price per Delphi Share of such option, multiplied by (ii) the total number of Delphi Technologies Shares subject to such option. Each award of restricted stock units that was granted to a non-employee member of the Board of Directors of Delphi Technologies (the “Delphi Board”) was, in accordance with the terms applicable to such restricted stock units under the applicable plan and award agreement pursuant to which the units were granted: (i) vested as of the Effective Time; and (ii) cancelled and converted into the right to receive, for each restricted stock unit subject to such award, an amount of cash equal to the Cash Value.

As of the Effective Time, BorgWarner assumed all of the Delphi Technologies stock plans, including with respect to any shares (as adjusted pursuant to the Exchange Ratio) that remain (or may again become) available for future issuance thereunder, subject to any limitations under applicable law or any applicable securities exchange listing requirements.

The foregoing summaries of the Transaction and the Transaction Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Transaction Agreement, which was previously attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Delphi Technologies on January 29, 2020, and which was amended on May 6, 2020, as reported on the Company’s Current Report on Form 8-K filed on May 6, 2020. The Transaction Agreement is incorporated herein by reference.