Dorman Products, Inc. 8-K

What Happened

• On June 2, 2026, Dorman Products, Inc. entered into a purchase agreement to issue $450 million aggregate principal amount of 6.250% Senior Notes due June 15, 2034 in a private placement to qualified institutional buyers (Rule 144A) and certain non-U.S. investors (Reg S). BofA Securities acted as representative of the initial purchasers. The notes are being issued at 100% of par; interest is payable semi‑annually on June 15 and December 15, beginning December 15, 2026. The offering is expected to close on June 16, 2026, subject to customary conditions. The notes and related guarantees will not be registered under the Securities Act.

Key Details

• Principal amount: $450,000,000
• Coupon: 6.250% per annum; interest paid semi‑annually (June 15 / Dec 15), first payment Dec 15, 2026
• Maturity: June 15, 2034; issued at 100.000% of par
• Use of proceeds: repay borrowings under existing credit facilities, with any remainder for general corporate purposes
• Guarantees: by Dorman’s existing and future wholly‑owned domestic subsidiaries that are guarantors under its credit agreement (subject to exceptions)
• Certain initial purchasers or their affiliates are lenders under Dorman’s credit agreement and will receive a portion of net proceeds

Why It Matters

• This offering will increase Dorman’s long‑term debt by $450 million and add a fixed annual interest obligation at 6.25%, which will affect interest expense and leverage metrics.
• The company intends to use proceeds primarily to pay down bank credit facility debt, which could change its mix of debt and potentially alter its near‑term borrowing costs and covenant profile.
• Because the notes are sold in a private placement to institutional and non‑U.S. investors and are unregistered, they won’t be freely tradable in U.S. public markets immediately.