MAUMEE, Ohio, May 13, 2021 /PRNewswire/ -- Dana
Incorporated (NYSE: DAN) ("Dana") today announced that as of
5:00 p.m., New York City time, on May 12, 2021 (the "Early Tender Time"), holders
of approximately $254 million
aggregate principal amount, or approximately 60% of the outstanding
principal amount, of its outstanding 5.500% Senior Notes due 2024
(the "2024 Notes") had tendered their 2024 Notes pursuant to Dana's
previously announced tender offer and consent solicitation (the
"Tender Offer and Consent Solicitation"). As a result, the
requisite consent of holders of the 2024 Notes was obtained, and
Dana and Wells Fargo Bank, National Association, as trustee (the
"Trustee") under the indenture governing the 2024 Notes (the
"Indenture"), entered into a supplemental indenture implementing
the proposed amendments to the Indenture, to, among other things,
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions, and shorten the
required notice period for redemptions of the 2024 Notes from 30
days to two business days. These amendments will become operative
at the time that Dana accepts such 2024 Notes for payment.
The complete terms and conditions of the Tender Offer and
Consent Solicitation are detailed in Dana's Offer to Purchase and
Consent Solicitation Statement, dated April
29, 2021 (the "Statement"). Dana currently expects that on
May 13, 2021, it will accept for
payment, subject to conditions set forth in the Statement, all of
the 2024 Notes validly tendered prior to the Early Tender Time.
Upon early settlement, each holder who validly tendered their
2024 Notes prior to the Early Tender Time will receive the total
consideration of $1,020.00 per
$1,000 principal amount of the notes
tendered, which includes $990.00 as
the tender offer consideration and $30.00 as the consent and early tender payment.
In addition, accrued interest up to, but not including, the payment
date of the 2024 Notes will be paid in cash on all validly tendered
and accepted 2024 Notes.
The Tender Offer is scheduled to expire at 12:00 a.m., New York
City time, on Wednesday, May 26,
2021, unless extended or earlier terminated (the "Expiration
Time"). Because the withdrawal deadline of 5:00 p.m., New York
City time, on May 12, 2021,
has passed, tendered 2024 Notes may no longer be withdrawn at any
time, except to the extent that Dana is required by law to provide
additional withdrawal rights. Holders who validly tender their 2024
Notes pursuant to the Statement after the Early Tender Time will
receive only the tender offer consideration and will not be
entitled to receive the consent and early tender payment if such
2024 Notes are accepted for purchase pursuant to the Tender Offer
and Consent Solicitation.
All the conditions set forth in the Statement remain unchanged.
If any of the conditions are not satisfied, Dana may terminate the
Tender Offer and Consent Solicitation and return tendered 2024
Notes not previously accepted. Dana has the right to waive any of
the foregoing conditions with respect to the 2024 Notes and to
consummate the Tender Offer and Consent Solicitation. In addition,
Dana has the right, in its sole discretion, to terminate the Tender
Offer and Consent Solicitation at any time, subject to applicable
law.
Dana today also expects to notify the Trustee that it has (i)
rescinded the notice of conditional full redemption, dated
April 29, 2021 because the requisite
consent of the holders of the 2024 Notes was obtained in connection
with the Tender Offer and Consent Solicitation and (ii) elected to
redeem on May 17, 2021 (the
"Redemption Date") all of the 2024 Notes outstanding following the
early settlement of the Tender Offer and Consent Solicitation, at a
redemption price of 101.833% of the principal amount, plus accrued
and unpaid interest up to, but not including, the Redemption Date.
Noteholders are encouraged to refer to the notice of redemption, if
and when issued by Dana.
This announcement shall not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The Tender Offer
and Consent Solicitation is being made only through, and subject to
the terms and conditions set forth in, the Statement.
Citigroup Global Markets Inc. ("Citi") is acting as sole dealer
manager and solicitation agent for the Tender Offer. For additional
information regarding the terms of the Tender 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 Tender 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 of the 2024 Notes should tender their 2024 Notes pursuant
to the Tender Offer and Consent Solicitation, and no one has been
authorized by any of them to make such recommendations. Holders of
2024 Notes must make their own decisions as to whether to tender
their 2024 Notes, and, if so, the principal amount of 2024 Notes to
tender. Holders of the 2024 Notes should read carefully the
Statement before any decision is made with respect to the Tender
Offer and Consent Solicitation.
Forward-Looking Statements
Certain statements and
projections contained in this news release, including with respect
to the expected timing of the early settlement date and Dana's
expectations regarding issuing a notice of redemption, 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 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