PHINIA INC. Files 8-K for Material Definitive Agreement

TL;DR

PHINIA INC. just signed a big deal, filing an 8-K to let everyone know.

AI Summary

On April 4, 2024, PHINIA INC. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware with its principal executive offices in Auburn Hills, Michigan, filed this 8-K report to disclose this event.

Why It Matters

This filing indicates a significant new financial commitment or agreement for PHINIA INC., which could impact its financial obligations and operational structure.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial risks or obligations that may not be immediately apparent.

Key Players & Entities

• PHINIA INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Auburn Hills, Michigan (location) — Principal executive offices
• April 4, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PHIN New York Stock Excha
• $525 million — 024, PHINIA Inc. (the "Company") issued $525 million aggregate principal amount of 6.75% Sen
• $425 million — e previously announced offering size of $425 million aggregate principal amount of notes. Th

Filing Documents

• ef20025760_8k.htm (8-K) — 44KB
• ef20025760_ex4-1.htm (EX-4.1) — 1031KB
• ef20025760_ex10-1.htm (EX-10.1) — 1333KB
• 0001140361-24-017862.txt ( ) — 3046KB
• phin-20240404.xsd (EX-101.SCH) — 4KB
• phin-20240404_lab.xml (EX-101.LAB) — 21KB
• phin-20240404_pre.xml (EX-101.PRE) — 16KB
• ef20025760_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Notes Offering On April 4, 2024, PHINIA Inc. (the "Company") issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (the "notes") pursuant to an indenture (the "Indenture") among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee") and as collateral agent. The aggregate principal amount of the offering of the notes was increased from the previously announced offering size of $425 million aggregate principal amount of notes. The notes were sold to investors at 100.00% plus accrued interest, if any, from April 4, 2024 in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The notes have not been and will not be registered under the Securities Act or any The Company intends to use the net proceeds of the offering to repay all of its outstanding borrowings under its term loan B facility and revolving credit facility, to pay fees and expenses in connection with the offering, and for general corporate purposes. The notes bear interest at a rate of 6.75% per annum. Interest on the notes will be payable semiannually on April 15 and October 15 of each year, commencing on October 15, 2024. The notes will mature on April 15, 2029. The notes are the senior secured obligations of the Company and are jointly and severally, fully and unconditionally, guaranteed on a senior secured basis by each of the Company's existing and future direct and indirect domestic subsidiaries that incurs or guarantees indebtedness under the Facilities (as defined below). The notes and the guarantees are secured by a first-

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 4.1 Indenture, dated as of April 4, 2024, by and among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent 10.1 Amendment No. 1 to Credit Agreement, dated as of April 4, 2024, by and among the Company, the guarantors listed on the signature pages thereof, the lenders party thereto and Bank of America, N.A. as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHINIA Inc. Date: April 4, 2024 By: /s/ Robert Boyle Name: Robert Boyle Title: Vice President, General Counsel and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR