PHINIA Inc. issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 pursuant to an indenture among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as 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 aggregate principal amount of notes. The notes were sold to investors at 100.00% plus accrued interest, if any, from April 4, 2024 in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended.

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. 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 revolving credit facility, to pay fees and expenses in connection with the offering, and for general corporate purposes. The notes bear interest at a rate of 6.75% per annum.

Interest on the notes will be payable semiannually on April 15 and October 15 of each year, commencing on October 15, 2024. The notes will mature on April 15, 2029. On April 4, 2024, the Company, as borrower, and certain subsidiaries of the Company, each acting as guarantors, entered into the Amendment No.

1 to Credit Agreement . The Credit Agreement Amendment, among other things, (i) modifies certain covenants in the Credit Agreement (as defined below), (ii) removes the mandatory prepayment based on quarterly and annual operating cash flow calculations, and (iii) increases the total net leverage ratio required to be satisfied under the Company?s financial covenant from 3.00:1.00 to 3.25:1.00 (subject to a step-up to 3.75:1.00 in connection with a qualifying acquisition for the fiscal quarter when such qualifying acquisition is consummated and the following three fiscal quarters). The Credit Agreement Amendment amends that certain Credit Agreement, dated July 3, 2023, as amended, with Bank of America, N.A., as administrative agent, the other agents and lenders named therein and the other parties thereto .

The foregoing description of the Credit Agreement Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.