Simpson Thacher is representing BorgWarner Inc. (NYSE: BWA) in the amendment to certain terms of the definitive transaction agreement they originally entered into on January 28, 2020, under which BorgWarner will acquire Delphi Technologies PLC (NYSE: DLPH) in an all-stock transaction.~~Under the terms of the amendment, which has been approved by the boards of directors of both companies, BorgWarner consented to Delphi Technologies' recent draw down of its revolver. The amended transaction agreement also provides for new closing conditions requiring that, at the time of the transaction closing, the total amount of Delphi Technologies' outstanding revolver borrowings do not exceed $225 million, and net of its cash balances, do not exceed $115 million, and its net debt-to-adjusted EBITDA ratio does not exceed a specified threshold. The parties have also agreed to a revised exchange ratio pursuant to which Delphi Technologies' shareholders will receive 0.4307 shares of BorgWarner common stock for each Delphi Technologies share. This represents a 5% reduction in the exchange ratio relative to the exchange ratio contained in the original agreement. In accordance with the amended terms, current BorgWarner and Delphi Technologies shareholders would own approximately 85% and 15%, respectively, of the outstanding shares of the combined company following completion of the transaction. All other terms and conditions of the original definitive transaction agreement remain substantially the same. The transaction is expected to close in the second half of 2020.~~BorgWarner is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles. With manufacturing and technical facilities in 67 locations in 19 countries, the company employs approximately 30,000 people worldwide.~~The Simpson Thacher team includes Mario Ponce, Katie Sudol, Philip Cooper, Ngozi Nezianya and Ashley Gherlone (M&A); and Jeannine McSweeney and Eric Wolf (ECEB).