PHIN 8-K
Phinia Inc. (PHIN)
8-K
2024-09-11
For: 2024-09-10
View Original
Added on
April 10, 2026
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): September 10, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 8.01. |
Other Events.
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On September 10, 2024, PHINIA Inc. (the “Company”) announced the commencement and subsequent pricing of a private offering (the “Offering”) of $450
million aggregate principal amount of unsecured 6.625% senior notes due 2032 (the “notes”). 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 will be sold to investors at 100.00% plus accrued interest, if any, from September 17, 2024. The closing of the Offering of the notes is expected to occur on or about September 17, 2024, subject to customary closing
conditions.
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.
Pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), the Company is filing herewith the press releases issued on
September 10, 2024 as Exhibits 99.1 and 99.2 hereto. Such press releases are incorporated herein by reference.
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. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of,
the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Press Release of PHINIA Inc. dated September 10, 2024
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Press Release of PHINIA Inc. dated September 10, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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PHINIA Inc.
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Date: September 10, 2024
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By:
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/s/ Robert Boyle
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| Name: | Robert Boyle | ||
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Title:
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Vice President, General Counsel and Secretary | ||
Exhibit 99.1
PHINIA Announces Proposed Private Offering of $400,000,000 of Senior Notes due 2032
September 10, 2024
AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA,” “we,” “our” or the
“Company”) (NYSE: PHIN) announced today that it is planning, subject to market and other customary conditions, to offer (the “Offering”) $400 million aggregate principal amount of its unsecured senior notes due 2032 (the “notes”) in a private
offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The notes will be guaranteed by each of the Company’s subsidiaries that guarantees its credit facilities and its 6.75% senior secured notes due 2029.
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 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. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of, the notes in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are statements other than
historical fact that provide current expectations or forecasts of future events based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as “anticipate,” “believe,” “continue,” “could,”
“designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or other words
of similar meaning.
Forward-looking statements, particularly those relating to the Offering of the notes, the use of proceeds therefrom, the expected closing date of the Offering and the
ability to successfully complete the Offering within the expected time frame or at all, are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual
results to differ materially from the expectations expressed in or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause actual results to differ materially from those implied by these forward-looking
statements include, but are not limited to: adverse changes in general business and economic conditions, including recessions, adverse market conditions or downturns impacting the vehicle and industrial equipment industries; our ability to deliver
new products, services and technologies in response to changing consumer preferences, increased regulation of greenhouse gas emissions, and acceleration of the market for electric vehicles; competitive industry conditions; failure to identify,
consummate, effectively integrate or realize the expected benefits from acquisitions or partnerships; pricing pressures from original equipment manufacturers (“OEMs”); inflation rates and volatility in the costs of commodities used in the production
of our products; changes in U.S. and foreign administrative policy, including changes to existing trade agreements and any resulting changes in international trade relations; our ability to protect our intellectual property; failure of or disruption
in our information technology infrastructure, including a disruption related to cybersecurity; our ability to identify, attract, retain and develop a qualified global workforce; difficulties launching new vehicle programs; failure to achieve the
anticipated savings and benefits from restructuring and product portfolio optimization actions; extraordinary events (including natural disasters or extreme weather events), political disruptions, terrorist attacks, pandemics or other public health
crises, and acts of war; risks related to our international operations; the impact of economic, political, and market conditions on our business in China; our reliance on a limited number of OEM customers; supply chain disruptions; work stoppages,
production shutdowns and similar events or conditions; governmental investigations and related proceedings regarding vehicle emissions standards, including the ongoing investigation into diesel defeat devices; current and future environmental and
health and safety laws and regulations; the impact of climate change and regulations related to climate change, including evolving greenhouse gas emissions regulations in California, the U.S. in general and European Union; liabilities related to
product warranties, litigation and other claims; compliance with legislation, regulations, and policies, investigations and legal proceedings, and changes in and new interpretations of existing rules and regulations; tax audits and changes in tax
laws or tax rates taken by taxing authorities; volatility in the credit market environment; impairment charges on goodwill and indefinite-lived intangible assets; the impact of changes in interest rates and asset returns on our pension funding
obligations; the impact of restrictive covenants and requirements in the agreements governing our indebtedness on our financial and operating flexibility; our ability to achieve some or all of the benefits that we expect to achieve from our spin-off
from BorgWarner Inc. (the “Spin-Off”); other risks relating to the Spin-Off, including a determination that the Spin-Off does not qualify as tax-free for U.S. federal income tax purposes, restrictions and obligations under the tax matters agreement,
and our or BorgWarner Inc.’s failure to perform under, and any dispute relating to, the various transaction agreements; our ability to consummate the Offering of the notes; and other risks and uncertainties described in our reports filed from time to
time with the Securities and Exchange Commission.
We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to
publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
**********
Contacts
IR contact:
Kellen Ferris
Vice President, Investor Relations
+1 947-262-5256
Media contact:
Kevin Price
Global Brand & Communications Director
+44 (0) 7795 463871
2
Exhibit 99.2
PHINIA Announces Pricing of Private Offering of $450,000,000 of Senior Notes due 2032
September 10, 2024
AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA,” “we,” “our” or the
“Company”) (NYSE: PHIN) announced today that it has priced its previously announced offering (the “Offering”) and has agreed to issue and sell $450 million aggregate principal amount of its unsecured 6.625% senior notes due 2032 (the “notes”) in a
private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). 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 will be sold to investors at 100.00% plus accrued interest, if any, from September 17, 2024. The closing of the Offering of the notes is expected to occur on or about September 17,
2024, subject to customary closing conditions.
The notes will be guaranteed by each of the Company’s subsidiaries that guarantees its credit facilities and its 6.75% senior secured notes due 2029.
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 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. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of, the notes in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are statements other than
historical fact that provide current expectations or forecasts of future events based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as “anticipate,” “believe,” “continue,” “could,”
“designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or other words
of similar meaning.
Forward-looking statements, particularly those relating to the Offering of the notes, the use of proceeds therefrom, the expected closing date of the Offering and the
ability to successfully complete the Offering within the expected time frame or at all, are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual
results to differ materially from the expectations expressed in or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause actual results to differ materially from those implied by these forward-looking
statements include, but are not limited to: adverse changes in general business and economic conditions, including recessions, adverse market conditions or downturns impacting the vehicle and industrial equipment industries; our ability to deliver
new products, services and technologies in response to changing consumer preferences, increased regulation of greenhouse gas emissions, and acceleration of the market for electric vehicles; competitive industry conditions; failure to identify,
consummate, effectively integrate or realize the expected benefits from acquisitions or partnerships; pricing pressures from original equipment manufacturers (“OEMs”); inflation rates and volatility in the costs of commodities used in the production
of our products; changes in U.S. and foreign administrative policy, including changes to existing trade agreements and any resulting changes in international trade relations; our ability to protect our intellectual property; failure of or disruption
in our information technology infrastructure, including a disruption related to cybersecurity; our ability to identify, attract, retain and develop a qualified global workforce; difficulties launching new vehicle programs; failure to achieve the
anticipated savings and benefits from restructuring and product portfolio optimization actions; extraordinary events (including natural disasters or extreme weather events), political disruptions, terrorist attacks, pandemics or other public health
crises, and acts of war; risks related to our international operations; the impact of economic, political, and market conditions on our business in China; our reliance on a limited number of OEM customers; supply chain disruptions; work stoppages,
production shutdowns and similar events or conditions; governmental investigations and related proceedings regarding vehicle emissions standards, including the ongoing investigation into diesel defeat devices; current and future environmental and
health and safety laws and regulations; the impact of climate change and regulations related to climate change, including evolving greenhouse gas emissions regulations in California, the U.S. in general and European Union; liabilities related to
product warranties, litigation and other claims; compliance with legislation, regulations, and policies, investigations and legal proceedings, and changes in and new interpretations of existing rules and regulations; tax audits and changes in tax
laws or tax rates taken by taxing authorities; volatility in the credit market environment; impairment charges on goodwill and indefinite-lived intangible assets; the impact of changes in interest rates and asset returns on our pension funding
obligations; the impact of restrictive covenants and requirements in the agreements governing our indebtedness on our financial and operating flexibility; our ability to achieve some or all of the benefits that we expect to achieve from our spin-off
from BorgWarner Inc. (the “Spin-Off”); other risks relating to the Spin-Off, including a determination that the Spin-Off does not qualify as tax-free for U.S. federal income tax purposes, restrictions and obligations under the tax matters agreement,
and our or BorgWarner Inc.’s failure to perform under, and any dispute relating to, the various transaction agreements; our ability to consummate the Offering of the notes; and other risks and uncertainties described in our reports filed from time to
time with the Securities and Exchange Commission.
We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to
publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
**********
Contacts
IR contact:
Kellen Ferris
Vice President, Investor Relations
+1 947-262-5256
Media contact:
Kevin Price
Global Brand & Communications Director
+44 (0) 7795 463871
2