SOURCE: Affinia Group

September 10, 2008 18:09 ET

Affinia Announces Plans to Offer Senior Secured Notes

ANN ARBOR, MI--(Marketwire - September 10, 2008) - Affinia Group Inc., a global leader in the on- and off-highway replacement products and service industry, announced today that it plans to offer an aggregate principal amount of up to $200.0 million of senior secured notes (the "Notes") in a private placement.

The Company intends to use the net proceeds from the offering of the Notes, together with proceeds of borrowings under a new $340.0 million senior secured asset-based revolving credit facility ("ABL Facility"), to repay all amounts outstanding under its existing senior secured credit facility and to finance the acquisition of HBM Investment Limited, a Hong Kong company, and its wholly-owned subsidiary, Longkou Haimeng Machinery Company Limited.

The Notes are expected to be secured on a first-priority lien basis on substantially all of the tangible and intangible assets owned by the Company and guarantors of the Notes, other than accounts receivable, inventory, cash, deposit accounts, securities accounts and proceeds of the foregoing, which will secure the new ABL Facility on a first-priority lien basis and the Notes on a second-priority lien basis.

The Notes are expected to be offered within the United States only to "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes are also expected to be offered outside the United States to non-U.S. investors. The Notes to be offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering or sale would be unlawful. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

About Affinia

Affinia Group Inc. is a global leader in the on- and off-highway replacement products and service industry. In North America the Affinia family of brands includes WIX® filters, Raybestos® , AIMCO® and BrakePro® brake products, and McQuay-Norris® and Spicer® chassis parts. South American and European brands include Nakata®, Filtron®, Urba® and Quinton Hazell®. For more information, visit www.affiniagroup.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements may include comments concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical. When used in this report, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," or future or conditional verbs, such as "will," "should," "could" or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management's examination of historical operating trends and data are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there is no assurance that these expectations, beliefs and projections will be achieved. With respect to all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and other important factors include, among others: our substantial leverage; limitations on flexibility in operating our business contained in our debt agreements; pricing and import pressures; the shift in demand from premium to economy products; our dependence on our largest customers; changing distribution channels; increasing costs for manufactured components, raw materials, crude oil and energy; our ability to achieve cost savings from our restructuring; increased costs in imported products from China and other low cost sources; the consolidation of distributors; risks associated with our non-U.S. operations; product liability and customer warranty and recall claims; changes to environmental and automotive safety regulations; risk of impairment to intangibles and goodwill; risk of successful refinancing if required; non-performance by, or insolvency of, our suppliers or our customers; work stoppages or similar difficulties could significantly disrupt our operations, and other labor disputes; challenges to our intellectual property portfolio; and our exposure to a recession. Additionally, there may be other factors that could cause our actual results to differ materially from the forward-looking statements.

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