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Item 1.01
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Entry Into a Material Definitive Agreement.
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Seventh Supplemental Indenture
On May 13, 2021, Dana Incorporated (“Dana”) closed its offering of 4.250% Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of January 28, 2011 (the “Base Indenture”), between Dana and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated as of May 13, 2021 (the “Seventh Supplemental Indenture”).
The Seventh Supplemental Indenture provides, among other things, that the Notes will be senior unsecured obligations of Dana. Interest is payable on the Notes on March 1 and September 1 of each year, beginning September 1, 2021. The Notes will mature on September 1, 2030.
Dana may redeem the Notes in whole or in part on or after May 1, 2026, at redemption prices of 102.125%, 101.417% or 100.708% of the principal amount thereof if the redemption occurs during the 12-month period beginning on May 1, 2026, 2027, or 2028, respectively, and at a redemption price of 100.000% of the principal amount thereof on or after May 1, 2029, in each case plus accrued and unpaid interest to (but not including) the redemption date. Prior to May 1, 2024, Dana may redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with an amount equal to the net cash proceeds of one or more equity offerings, at a price equal to 104.250% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) remains outstanding after the redemption. Prior to May 1, 2026, Dana also may redeem the Notes in whole or in part at a redemption price equal to 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date plus a “make-whole” premium.
Subject to certain limitations, in the event of a change of control of Dana, Dana will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to (but not including) the date of purchase.
The Notes will rank equally with all of Dana’s other unsecured senior indebtedness. The Notes will not be initially guaranteed by any of Dana’s subsidiaries. The Notes will be effectively subordinated to any of Dana’s secured indebtedness, to the extent of the assets securing such indebtedness, and to all of the debt and other liabilities of Dana’s subsidiaries that do not guarantee the Notes.
The Seventh Supplemental Indenture contains restrictive covenants that, among other things, limit Dana’s ability to: (i) incur additional debt, (ii) pay dividends and make other restricted payments, (iii) create or permit certain liens, (iv) use the proceeds from sales of assets and subsidiary stock, (v) create or permit restrictions on the ability of Dana’s restricted subsidiaries to pay dividends or make other distributions to Dana, (vi) enter into transactions with affiliates, and (vii) consolidate or merge or sell all or substantially all of Dana’s assets. The foregoing limitations are subject to exceptions as set forth in the Seventh Supplemental Indenture. In addition, if in the future (x) the Notes have been assigned an investment grade rating by two of Moody’s Investors Service, Inc., S&P Global Ratings and Fitch Ratings Inc., and (y) no default has occurred and is continuing, certain of these covenants will, thereafter, no longer apply to the Notes for so long as the Notes maintain these specified ratings. The Seventh Supplemental Indenture also provides for customary events of default.
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