PHINIA Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

 

CURRENT REPORT

 

Date of Report (Date of earliest event reported): September 10, 2024

PHINIA INC.

(Exact name of registrant as specified in its charter)

 

 

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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Securities registered pursuant to Section 12(b) of the Act:

 

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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.

 

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.