MAUMEE, Ohio, April 29, 2021 /PRNewswire/ -- Dana Incorporated
(NYSE: DAN) ("Dana") today announced the commencement of a
cash tender offer (the "Offer") to purchase any and all of the
outstanding $425 million aggregate
principal amount of its 5.500% Senior Notes due 2024 (CUSIP No.
235825AE6) (the "Notes"), upon the terms and conditions set forth
in the Offer to Purchase and Consent Solicitation Statement dated
April 29, 2021 (the "Statement").
In connection with the Offer, Dana is also soliciting the
consent of holders of the Notes (the "Solicitation") to certain
proposed amendments to the indenture governing the Notes to, among
other things, eliminate substantially all of the restrictive
covenants, certain events of default and certain other provisions,
and to shorten the required notice period for redemptions of the
Notes from 30 days to two business days (the "Proposed
Amendments"). Holders of Notes ("Holders") who tender their Notes
will be deemed to have given their consent to the Proposed
Amendments with respect to their tendered Notes. The consent from
holders of a majority in aggregate principal amount of outstanding
Notes not owned by Dana or its affiliates is required to approve
the Proposed Amendments.
The Offer is scheduled to expire at 12:00
a.m., New York City time,
on May 26, 2021 (unless extended)
(the "Expiration Time").
Holders who validly tender their Notes at or prior to
5:00 p.m., New York City time, on May 12, 2021 (the "Early Tender Time") will be
eligible to receive the "Total Consideration" of $1,020.00 per $1,000 principal amount of Notes tendered, which
includes the "Consent and Early Tender Payment" of $30.00 per $1,000
of the Notes. Holders who validly tender their Notes after the
Early Tender Time but at or before the Expiration Time will be
eligible to receive the "Tender Offer Consideration" which is equal
to the "Total Consideration" minus the "Consent and Early Tender
Payment."
Dana's obligation to accept for purchase, and to pay for, Notes
validly tendered is subject to certain conditions, including Dana
receiving funds from the offer and sale of at least $400.0 million aggregate principal amount of
newly issued debt securities (the "Financing Condition"). Dana may
waive any of the conditions if they are not satisfied.
Subject to the satisfaction or waiver of certain conditions,
Dana reserves the right, following the Early Tender Time, to accept
for purchase prior to the final settlement date all Notes validly
tendered on or prior to the Early Tender Time (an "Early Settlement
Election"). Dana will announce whether it intends to exercise
the Early Settlement Election following the Early Tender Time.
If Dana exercises the Early Settlement Election, Dana currently
expects the settlement date for Notes tendered at or prior to the
Early Tender Time to be promptly after the exercise of the
Early Settlement Election. The settlement date for Notes tendered
after the Early Tender Time and at or prior to the Expiration Time,
and accepted by Dana for purchase in the Offer will occur promptly
after the Expiration Time. Notes tendered may be validly withdrawn
at any time prior to 5:00 p.m.,
New York City time, on
May 12, 2021, but not thereafter. In
addition to the Total Consideration or Tender Offer Consideration,
Holders whose Notes are accepted for purchase in the Offer will
receive accrued and unpaid interest up to, but not including, the
applicable settlement date.
Concurrently with the commencement of the Offer, Dana called for
redemption, subject to certain conditions, all of the outstanding
Notes (the "Redemption") on May 29,
2021 (the "Redemption Date") at a redemption price equal to
101.833% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest, if any, to the Redemption Date.
Because the Redemption Date is not a business day, payment of the
redemption price will be made on June 1,
2021. The Redemption is conditioned upon the Financing
Condition and the failure of the Solicitation (the "Consent
Condition"). In Dana's discretion, if the Financing Condition and
the Consent Condition are not satisfied, or cannot be
satisfied, on or prior to the Redemption Date, the redemption
may be rescinded by Dana and be of no effect.
Citigroup Global Markets Inc. ("Citi") is acting as sole dealer
manager and solicitation agent for the Offer. For additional
information regarding the terms of the Offer, please contact Citi
at (800) 558-3745 (U.S. toll-free) or (212) 723-6106. Requests
for documents may be directed to D.F. King & Co., Inc., which
is acting as the tender and information agent for the Offer, at
(800) 901-0068 (toll-free), (212) 269-5550 (collect for Banks and
Brokers) or via email at dana@dfking.com.
None of Dana, the dealer manager and solicitation agent or the
tender and information agent make any recommendations as to whether
Holders should tender their Notes pursuant to the Offer, and no one
has been authorized by any of them to make such recommendations.
Holders must make their own decisions as to whether to tender their
Notes, and, if so, the principal amount of Notes to tender.
This news release does not constitute an offer to purchase or a
solicitation of an offer to sell Notes or other securities, nor
shall there be any purchase of Notes in any state or jurisdiction
in which such offer, solicitation or purchase would be unlawful
prior to the registration or qualification under the securities
laws of any such jurisdiction. The Offer and Solicitation are being
made solely by the Statement. This news release does not constitute
an offer to sell or the solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which, or to any persons to whom, such
offering, solicitation or sale would be unlawful. Any offer of
concurrently offered securities will be made only by means of an
offering memorandum, prospectus and/or prospectus supplement.
Forward-Looking Statements
Certain statements and projections contained in this news
release are, by their nature, forward-looking within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on our current expectations,
estimates, and projections about our industry and business,
management's beliefs, and certain assumptions made by us, all of
which are subject to change. Forward-looking statements can often
be identified by words such as "anticipates," "expects," "intends,"
"plans," "predicts," "believes," "seeks," "estimates," "may,"
"will," "should," "would," "could," "potential," "continue,"
"ongoing," and similar expressions, and variations or negatives of
these words. These forward-looking statements, including the
expected settlement for Notes tendered on or prior to the Early
Tender Time, are not guarantees of future results and are subject
to risks, uncertainties, and assumptions that could cause our
actual results to differ materially and adversely from those
expressed in any forward-looking statement.
Dana's Annual Report on Form 10-K, subsequent Quarterly Reports
on Form 10-Q, recent Current Reports on Form 8-K, and other
Securities and Exchange Commission filings discuss important risk
factors that could affect our business, results of operations and
financial condition. The forward-looking statements in this news
release speak only as of this date. Dana does not undertake any
obligation to revise or update publicly any forward-looking
statement for any reason.
About Dana Incorporated
Dana is a leader in the design and manufacture of highly
efficient propulsion and energy-management solutions for all
mobility markets across the globe. The company's conventional and
clean-energy solutions support nearly every vehicle manufacturer
with drive and motion systems; electrodynamic technologies,
including software and controls; and thermal, sealing, and digital
solutions.
Based in Maumee, Ohio, USA, the
company reported sales of $7.1
billion in 2020 with 38,000 associates in 33 countries
across six continents. Founded in 1904, Dana was named one of
"America's Most Responsible Companies 2021" by Newsweek for its
emphasis on sustainability and social responsibility. The company
is driven by a high-performance culture that focuses on its people,
which has earned it global recognition as a top employer, including
"World's Best Employer" from Forbes magazine.
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SOURCE Dana Incorporated