PHINIA Announces Pricing of Private Offering of $450,000,000 of Senior Notes due 2032

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.