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

From the Filing

0001140361-24-017862.txt : 20240404 0001140361-24-017862.hdr.sgml : 20240404 20240404115620 ACCESSION NUMBER: 0001140361-24-017862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240404 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240404 DATE AS OF CHANGE: 20240404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHINIA INC. CENTRAL INDEX KEY: 0001968915 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41708 FILM NUMBER: 24822189 BUSINESS ADDRESS: STREET 1: 3000 UNIVERSITY DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 947-262-8147 MAIL ADDRESS: STREET 1: 3000 UNIVERSITY DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 8-K 1 ef20025760_8k.htm 8-K false 0001968915 0001968915 2024-04-04 2024-04-04 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): April 4, 2024 PHINIA INC. (Exact name of registrant as specified in its charter)   Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   3000 University Drive Auburn Hills , Michigan   48326 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 248 ) 732-1900   Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:     Title of each class Trading Symbol(s) Name of each exchange on which registered   Common Stock, par value $0.01 per share PHIN New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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 agg