	merrill to get mln dlr fee in borg bor deal merrill lynch and co inc mer subsidiary seeking to take over of borg warner corp said it could realize a mln dlr fee for its efforts whether or not the deal which it values at billion dlrs succeeds in a filing with the securities and exchange commission merrill lynch capital partners inc said it would receive a mln dlr fee from the surviving company for acting as dealer manager of the merger after the borg warner deal is completed but it said it could also receive a break up fee of mln dlrs if the deal fails for reasons which include another party holding more than pct of its stock or tendering for pct the mln dlr fee is among the highest set down in any tender offer agreement either in compensation for dealer manager services or for break up of the deal merrill lynch capital markets backed by a group of investors it organized has launched a dlr a share tender offer for borg warner for pct of its stock the company s board has approved the plan which was intended to thwart an unsolicited offer from gaf corp borg warner also agreed to redeem all outstanding series a preferred shares and to pay off on all options at a dlr a share exercise price before the merger is effective it said merrill lynch said its representatives discussed a possible leveraged buyout with borg warner as early as last december at that time merrill lynch told the company it would consider a dlr a share tender offer in cash and securities if the borg warner board approved it said on feb it said it was told the company had decided against a buyout but talks were revived after gaf launched its dlr a share proposal on march merrill lynch said unlike its earlier proposal merrill lynch said borg warner management was asked not to take part in the new deal and it was conditioned upon payment of the fees in addition to its fees merrill lynch said it will also get up to mln dlrs from borg warner to cover its expenses in the tender offer merrill lynch said it would continue operating borg warner as a subsidiary with its current officers keeping their positions but for flexibility purposes merrill lynch said it is considering redistributing borg warner s assets to a number of subsdiaries of an entity it created to carry out the merger all in all merrill lynch estimated that there would be mln dlrs in fees and expenses connected with the deal another mln dlrs will be needed to repay certain debt of borg warner merrill lynch said to finance the deal merrill lynch said it expects to borrow billion dlrs from a group of banks and sell mln dlrs of common stock of the new company sell mln dlrs of non voting preferred stock of the new company to merrill lynch and co sell up to mln dlrs of subordinated notes to merrill lynch and co and sell to the public mln dlrs of subordinated discount debentures gaf has raised its offer to dlrs a share cash reuter 
