PHINIA Announces Proposed Private Offering of $425,000,000 of Senior Secured Notes Due 2029
25 March 2024 - 11:25PM
Business Wire
PHINIA Inc. (“PHINIA” or the “Company”) (NYSE: PHIN) announced
today that it is planning, subject to market and other customary
conditions, to offer (the “Offering”) $425 million aggregate
principal amount of its senior secured notes due 2029 (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. The notes and
the guarantees will be secured by first-priority security interests
in substantially all of the Company’s and the guarantors’ assets,
subject to certain excluded assets, exceptions and permitted liens,
which security interests will rank equally with the security
interests securing its credit facilities.
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 to pay a portion of the fees and expenses in
connection with the Offering.
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 Private Securities Litigation Reform Act of
1995. 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. 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; current and
future environmental and health and safety laws and regulations;
the impact of climate change and regulations related to climate
change; liabilities related to product warranties, litigation and
other claims; compliance with legislation, regulations, and
policies, investigations and legal proceedings, 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 credit agreement covenants
and requirements 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 delay or
inability to transition key infrastructure, services and solutions,
a determination that the Spin-Off does not qualify as tax-free for
U.S. federal income tax purposes, restrictions under the tax
matters agreement between us and BorgWarner Inc. executed in
connection with the Spin-Off, and our or BorgWarner Inc.’s failure
to perform under various transaction agreements executed in
connection with the Spin-Off; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240325292098/en/
IR contact: Gordon Muir Vice President and Treasurer
investor@phinia.com +1 574-210-5713
Media contact: Kevin Price Global Brand & Communications
Director media@phinia.com +44 (0) 7795 463871
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