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): December 4, 2014
Dana Holding Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-1063 | 26-1531856 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3939 Technology Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(419) 887-3000
(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 7.01. | Regulation FD Disclosure |
As of December 3, 2014, holders of approximately $279 million aggregate principal amount of the 6.500% Notes due 2019 issued by Dana Holding Corporation (“Dana”) had tendered their notes in Dana’s previously announced cash tender offer for up to $360 million aggregate principal amount of the 2019 Notes.
| Item 8.01. | Other Events. |
On December 4, 2014, Dana announced the commencement of a registered public offering of $425 million aggregate principal amount of senior unsecured notes.
Dana issued a news release in connection with the commencement of the offering, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this report.
| Exhibit No. |
Description | |
| 99.1 | Dana Holding Corporation News Release dated December 4, 2014. | |
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.
| DANA HOLDING CORPORATION | ||||
| Date: December 4, 2014 | By: | /s/ Marc S. Levin | ||
| Name: | Marc S. Levin | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Dana Holding Corporation News Release dated December 4, 2014 | |
Exhibit 99.1
Dana Launches $425 Million Senior Notes Offering
MAUMEE, Ohio, December 4, 2014/PRNewswire/ – Dana Holding Corporation (NYSE: DAN) (“Dana”) today announced that it is commencing, subject to market conditions, a registered offering of $425 million aggregate principal amount of senior unsecured notes due 2024. The company intends to use the proceeds from the offering to purchase up to $360 million aggregate principal amount of its 6.500% Notes due 2019 (the “2019 Notes”) in the company’s previously announced tender offer, to redeem $40 million aggregate principal amount of the 2019 Notes, to pay related fees and expenses and for general corporate purposes which may include repayment of indebtedness.
Citigroup Global Markets Inc.; BofA Merrill Lynch; Barclays Capital Inc.; Deutsche Bank Securities Inc.; J.P. Morgan Securities LLC; UBS Securities LLC; and Wells Fargo Securities, LLC are acting as joint-bookrunning managers in the offering.
The offering is being made pursuant to the company’s automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2014, and pursuant to a preliminary prospectus supplement, which will also be filed with the SEC.
A prospectus and prospectus supplement concerning the offering may be obtained from:
| • | Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by calling 1-800-831-9146 or by emailing prospectus@citi.com; |
| • | BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department, by emailing dg.prospectus_requests@baml.com; |
| • | Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by calling 1-888-603-5847 or by emailing barclaysprospectus@broadridge.com; |
| • | Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Prospectus Group, by calling 1-800-503-4611 or by emailing prospectus.CPDG@db.com; |
| • | J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by calling 1-866-803-9204; |
| • | UBS Securities LLC, Prospectus Department, 299 Park Avenue, New York, NY 10171, by calling 1-888-827-6444, ext. 561-3884; or |
| • | Wells Fargo Securities, LLC, 608 2nd Avenue, South Minneapolis, MN 55402, Attention: Client Support, by calling 1-800-645-3751, Opt. 5 or by emailing wfscustomerservice@wellsfargo.com. |
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements
Certain information 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,” 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 Holding Corporation
Dana is a global leader in the supply of highly engineered driveline, sealing, and thermal-management technologies that improve the efficiency and performance of vehicles with both conventional and alternative-energy powertrains. Serving three primary markets – passenger vehicle, commercial truck, and off-highway equipment – Dana provides the world’s original-equipment manufacturers and the aftermarket with local product and service support through a network of nearly 100 engineering, manufacturing, and distribution facilities. Founded in 1904 and based in Maumee, Ohio, the company employs 23,000 people in 26 countries on six continents. In 2013, Dana generated sales of $6.8 billion.
| Investor Contact | Media Contact | |||
| Craig Barber | Jeff Cole | |||
| 419.887.5166 | 419.887.3535 | |||
| craig.barber@dana.com | jeff.cole@dana.com |