--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-079187" form_type: "8-K" ticker: "PHIN" cik: "0001968915" company_name: "PHINIA INC." filed_at: "2023-07-07T23:59:59+00:00" generated_at: "2026-06-13T11:20:21.973419+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # PHINIA completes spin-off from BorgWarner; secures $1.225B in credit facilities ## Summary - Distribution of 100% PHINIA common stock to BorgWarner shareholders on July 3, 2023; one share for every five BorgWarner shares held. - Entered into $1.225B Credit Agreement: $500M revolver, $300M Term Loan A, $425M Term Loan B; $800M drawn at close. - Covenants: net leverage ≤ 3.00x (or 3.50x election), interest coverage ≥ 3.00x; maturity July 3, 2028. - Target cash balance at spin-off approx. $300M; transition services from BorgWarner for up to 12 months. - Tax Matters Agreement restricts certain transactions for two years; employee salary/benefits protected for 12 months. ## SEC filing metadata - accession: 0001104659-23-079187 - form_type: 8-K - ticker: PHIN - cik: 0001968915 - company_name: PHINIA INC. - filed_at: 2023-07-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/tm2320424d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-079187 - JSON: https://secwatch.observer/filing/0001104659-23-079187.json - Plain text: https://secwatch.observer/filing/0001104659-23-079187.txt ## Key facts - Executive change Latondra Newton was elected as Director at PHINIA INC.. - Action: elected - Role: Director source text: On July 5, 2023, the Board acted to increase the size of the Board to seven members and elected Latondra Newton, age 55, to the Board to fill the resulting vacancy. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Chris P. Gropp departed as Principal Accounting Officer at PHINIA INC.. - Action: replaced - Role: Principal Accounting Officer source text: Effective on the Distribution Date, Samantha M. Pombier replaced Chris P. Gropp as the principal accounting officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Samuel R. Chapin was appointed as Director at PHINIA INC.. - Action: assumed - Role: Director source text: Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board"). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Robin Kendrick was appointed as Director at PHINIA INC.. - Action: assumed - Role: Director source text: Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board"). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Brady D. Ericson was appointed as Director at PHINIA INC.. - Action: assumed - Role: Director source text: Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board"). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change D'aun Norman was appointed as Director at PHINIA INC.. - Action: assumed - Role: Director source text: Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board"). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Roger J. Wood was appointed as Director at PHINIA INC.. - Action: assumed - Role: Director source text: Effective as of 4:59 p.m. Eastern Daylight time on the Distribution Date, the persons set forth in the table below assumed their positions as members of our board of directors (the "Board"). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Executive change Samantha M. Pombier was appointed as Principal Accounting Officer at PHINIA INC.. - Action: appointed - Role: Principal Accounting Officer source text: Effective on the Distribution Date, Samantha M. Pombier replaced Chris P. Gropp as the principal accounting officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - M&A Transactions PHINIA INC. underwent a change of control involving BorgWarner Inc. (closed 2023-07-03). - Action: change of control - Counterparty: BorgWarner Inc. - Closing: 2023-07-03 source text: On July 3, 2023 (the “Distribution Date”), at 5:00 p.m. Eastern Daylight time, BorgWarner Inc. (“BorgWarner”) completed the previously announced separation of its Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (the “Company”, “we,” “us,” or “our”) to holders of BorgWarner common stock on a pro rata basis (the “Spin-Off”). evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Material Agreements PHINIA INC. entered into Intellectual Property Cross-License Agreement with BorgWarner Inc.. - Action: entry - Agreement: license - Counterparty: BorgWarner Inc. source text: On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Material Agreements PHINIA INC. entered into Separation and Distribution Agreement with BorgWarner Inc. (effective 2023-07-02). - Action: entry - Agreement: supply - Counterparty: BorgWarner Inc. - Effective: 2023-07-02 source text: Eastern Daylight time, BorgWarner Inc. (“BorgWarner”) completed the previously announced separation of its Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Material Agreements PHINIA INC. entered into Employee Matters Agreement with BorgWarner Inc.. - Action: entry - Agreement: license - Counterparty: BorgWarner Inc. source text: On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Material Agreements PHINIA INC. entered into Tax Matters Agreement with BorgWarner Inc.. - Action: entry - Agreement: license - Counterparty: BorgWarner Inc. source text: On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm - Material Agreements PHINIA INC. entered into Transition Services Agreement with BorgWarner Inc.. - Action: entry - Agreement: license - Counterparty: BorgWarner Inc. source text: On or prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with BorgWarner that set forth the principal actions taken or to be taken and that govern the relationship between the Company and BorgWarner following the Spin-Off, including the following agreements: ● a Separation and Distribution Agreement; ● a Transition Services Agreement; ● a Tax Matters Agreement; ● an Employee Matters Agreement; ● an Intellectual Property Cross-License Agreement; ● an Electronics Collaboration Agreement; ● Contract Manufacturing Agreements; and ● ECU Supply Agreements. evidence_url: https://www.sec.gov/Archives/edgar/data/1968915/000110465923079187/0001104659-23-079187-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.