PHINIA INC. Enters Material Definitive Agreement

TL;DR

PHINIA INC. just signed a big deal, filing an 8-K for a material definitive agreement.

AI Summary

On September 17, 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 significant event.

Why It Matters

This filing indicates a significant financial commitment or obligation for PHINIA INC., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 248-732-1900 — Business Phone (Registrant's telephone number)

Key Players & Entities

• PHINIA INC. (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Auburn Hills, Michigan (location) — Principal executive offices
• 001-41708 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PHIN New York Stock Excha
• $450 million — 024, PHINIA Inc. (the "Company") issued $450 million aggregate principal amount of 6.625% Se
• $400 million — e previously announced offering size of $400 million aggregate principal amount of notes. Th

Filing Documents

• ef20035971_8k.htm (8-K) — 43KB
• ef20035971_ex4-1.htm (EX-4.1) — 828KB
• ef20035971_ex10-1.htm (EX-10.1) — 1396KB
• 0001140361-24-041378.txt ( ) — 2873KB
• phin-20240917.xsd (EX-101.SCH) — 4KB
• phin-20240917_lab.xml (EX-101.LAB) — 21KB
• phin-20240917_pre.xml (EX-101.PRE) — 16KB
• ef20035971_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Senior Notes Offering On September 17, 2024, PHINIA Inc. (the "Company") issued $450 million aggregate principal amount of 6.625% Senior Notes due 2032 (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"). The aggregate principal amount of the offering of the notes was increased from the previously announced offering size of $400 million aggregate principal amount of notes. The notes were sold to investors at 100.00% plus accrued interest, if any, from September 17, 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 state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. The Company intends to use the net proceeds of the offering to repay all of its outstanding borrowings under its term loan A facility, to pay fees and expenses in connection with the offering, and for general corporate purposes. The notes bear interest at a rate of 6.625% per annum. Interest on the notes will be payable semiannually on April 15 and October 15 of each year, commencing on April 15, 2025. The notes will mature on October 15, 2032. The notes are the senior unsecured obligations of the Company and are jointly and severally, fully and unconditionally, guaranteed on a senior unsecured 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 terms of the notes are governed by the Indenture. The Indenture contains customary covenants that, am

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 September 17, 2024, by and among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (including form of 6.625% Senior Notes due 2032) 10.1 Amendment No. 2 to Credit Agreement, dated as of September 17, 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: September 18, 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