UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 267, 2016

Affinia Group Intermediate Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-128166-10

34-2022081

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1 Wix Way

Gastonia, North Carolina 28054

(Address of principal executive offices, including zip code)

(704) 869-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~January~~March 267, 2016, Affinia Group ~~Holdings~~ Inc. ~~(“Holdings”)~~, a Delaware corporation (the “Borrower”) and ~~parent~~a ~~company~~wholly-owned subsidiary of Affinia Group Intermediate ~~Holdings~~ Holdings Inc. (the “Company”), entered into ana ~~amendment~~loan agreement (the “~~First~~Loan ~~Amendment~~Agreement”) towith ~~the~~MANN+HUMMEL ~~agreement~~Inc. ~~and~~(the ~~plan of merger~~“Lender”), ~~dated~~a asDelaware ofcorporation ~~August 13,~~and ~~2015~~a ~~(the~~subsidiary ~~“Merger~~of ~~Agreement”), with~~ MANN+HUMMEL Holding GmbH, a German limited ~~liability~~ liability company (“~~MANN~~M+~~HUMMEL~~H”), ~~M+H~~with ~~SUB~~respect ~~2015~~to ~~INC.,~~ a ~~Delaware~~term ~~corporation~~loan ~~and~~facility anextended ~~indirect~~by ~~wholly-owned~~Lender ~~subsidiary~~in favor of ~~MANN+HUMMEL,~~Borrower ~~and~~in ~~James~~the S.aggregate ~~McElya~~amount ~~and~~of ~~Joseph~~€140 million A(the “Facility”). ~~Onorato,~~The ~~collectively,~~proceeds ~~acting~~from ~~solely~~the asFacility ~~representative~~will be used to ~~the~~immediately repay in ~~stockholders~~full, oftogether ~~Holdings~~with all accrued and unpaid interest and fees, borrowings under the ~~holders~~Borrower’s ofexisting ~~restricted~~Tranche ~~stock~~B-1 ~~units~~Term ~~and~~Loan ~~phantom~~facility, ~~shares~~which ~~referred~~is scheduled to mature on April 25, 2016, in accordance with the ~~Merger~~terms ~~Agreement~~of the credit agreement, dated April 25, 2013, as amended, among the Company, the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

~~The~~All ~~First~~borrowings ~~Amendment~~under ~~extends~~ the ~~Outside~~Facility ~~Date~~will bear interest at a rate per annum of 3.25%. Accrued interest on borrowings under the Facility will be due on December 31, 2016, which is the maturity date onof the facility, or, ~~after~~if earlier, on the date on which ~~Holdings~~the Borrower voluntarily prepays in whole or ~~MANN+HUMMEL~~part ~~shall~~any ~~have~~borrowings under the ~~right~~Facility. toThe ~~terminate~~Borrower may voluntarily prepay in whole or part borrowings under the ~~Merger~~Facility ~~Agreement~~or ifcancel in whole or part the ~~merger~~remaining ~~has~~commitment ~~not~~under ~~closed~~the byFacility ~~such~~upon ~~date,~~prior written notice to ~~August 1,~~the ~~2016~~Lender without any prepayment premium or penalty.

~~Other~~The ~~than~~Loan asAgreement ~~expressly~~contains ~~modified~~customary ~~pursuant~~events toof ~~the~~default ~~First~~and ~~Amendment~~acceleration, ~~the~~as ~~Merger~~well ~~Agreement,~~as aaffirmative ~~copy~~and ofnegative ~~which~~covenants ~~was~~customarily ~~filed~~applicable ~~as Exhibit 2.1~~ to ~~the~~term ~~Company’s Current~~loan ~~Report~~facilities, onincluding ~~Form~~covenants ~~8-K~~restricting ~~filed with~~ the ~~Securities~~ability ~~and Exchange Commission on August 17, 2015, remains in full force and effect as originally executed on August 13, 2015. The foregoing description~~ of the ~~First~~Borrower ~~Amendment does not purport~~ to ~~be complete~~incur ~~and~~other isindebtedness (subject to, ~~and~~certain ~~qualified~~specified inexceptions). ~~its~~Borrowings ~~entirety~~made ~~by,~~under the ~~full~~Facility ~~text~~are ofunsecured ~~the~~obligations ~~First Amendment, a copy~~ of ~~which~~the isBorrower ~~filed~~and asshall ~~Exhibit~~rank ~~2.1~~at toleast pari ~~this~~passu ~~Current~~with ~~Report~~other onunsecured ~~Form 8-K~~ and isunsubordinated ~~incorporated~~obligations byof ~~reference~~the ~~herein~~Borrower.

~~Item~~As 9previously reported, on August 13, 2015, Affinia Group Holdings Inc.01 (“Holdings”), a Delaware corporation and parent company of the Company, entered into an agreement and plan of merger (the “Merger Agreement”) with M+H, M+H SUB 2015 INC., ~~Financial~~a ~~Statements~~Delaware corporation and ~~Exhibits~~an indirect wholly-owned subsidiary of M+H (“Merger Sub”), and James S. McElya and Joseph A. Onorato, collectively, acting solely as representative to the stockholders of Holdings and the holders of restricted stock units and phantom shares referred to in the Merger Agreement, pursuant to which Merger Sub will be merged with and into Holdings (the “Merger”), with Holdings surviving the Merger as an indirect wholly-owned subsidiary of M+H.

~~(d)~~Item ~~Exhibits~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The ~~Company~~information ~~herewith~~set ~~files~~forth ~~the~~in ~~following~~Item 1.01 ~~document~~of asthis anCurrent ~~exhibit~~Report toon Form 8-K is hereby incorporated into this ~~report:~~Item 2.03.

ExhibitNo.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated as of January 26, 2016, by and among MANN+HUMMEL Holding GmbH, M+H SUB 2015 INC., Affinia Group Holdings Inc. and, collectively, James S. McElya and Joseph A. Onorato.

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~Affinia toGroup ~~the~~Intermediate ~~requirements~~Holdings ofInc. ~~the~~By: ~~Securities~~/s/ ~~Exchange~~David ~~Act~~E. ofSturgess ~~1934,~~Name: ~~the~~David ~~registrant~~E. ~~has~~Sturgess ~~duly~~Title: ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Secretary

~~Affinia Group Intermediate Holdings Inc. By~~Date: ~~/s/~~March 11, ~~David~~2016 ~~E. Sturgess Name: David E. Sturgess Title: Secretary~~

Date: January 29, 2016

Exhibit Index

ExhibitNo.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated as of January 26, 2016, by and among MANN+HUMMEL Holding GmbH, M+H SUB 2015 INC., Affinia Group Holdings Inc. and, collectively, James S. McElya and Joseph A. Onorato.

Filing Compare · Affinia Group Intermediate Holdings Inc.