PHINIA INC. current report, 13 June 2023

Full document

PHINIA Inc. Form 8-K Summary

Business context and reporting period

Filed June 13, 2023, under Item 8.01 to report a major corporate transaction. PHINIA Inc. is being separated from BorgWarner Inc. through a spin-off in which BorgWarner will distribute 100% of PHINIA’s common stock to BorgWarner shareholders on a pro rata basis.

Key financial metrics

This filing does not provide current-period or prior-period revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics. Additional business and financial information is included in the attached Information Statement.

Material changes and transaction milestones

  • The SEC declared PHINIA’s Form 10 registration statement effective on June 13, 2023.
  • The final Information Statement, dated June 13, 2023, was filed as Exhibit 99.1.
  • The distribution is expected to occur at 5:00 p.m. Eastern time on July 3, 2023, subject to specified conditions being satisfied or waived.
  • Eligible BorgWarner shareholders of record as of June 23, 2023 are expected to receive one PHINIA share for every five BorgWarner shares held.
  • PHINIA expected a limited “when-issued” trading market before the distribution and regular-way trading on the New York Stock Exchange under ticker PHIN beginning July 5, 2023.

Outlook, risks, and contingencies

The spin-off remains subject to the conditions described in the Information Statement, including any conditions that may be waived. The filing does not provide standalone financial guidance or an operating outlook. Investors should review the Information Statement for transaction risks, separation matters, tax considerations, financing arrangements, and other contingencies.

Important facts to verify

  • Completion of the spin-off and satisfaction or waiver of all distribution conditions.
  • The June 23, 2023 record date and the one-for-five distribution ratio.
  • PHINIA’s commencement of regular-way NYSE trading under ticker PHIN on July 5, 2023.
  • Standalone historical and projected financial information in the final Information Statement.
  • Debt, liquidity, separation costs, tax treatment, indemnification obligations, and other risks disclosed in Exhibit 99.1.