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): March 21, 2017
Dana Incorporated
(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.
On March 21, 2017, Dana Incorporated (“Dana”) issued a news release announcing the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to $75 million aggregate principal amount of its outstanding 5.375% Senior Notes due 2021 (the “2021 Notes”). A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 21, 2017, Dana also issued a news release announcing the intention of its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l., to offer $400 million aggregate principal amount of senior unsecured notes due 2025 (the “2025 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The 2025 Notes will be fully and unconditionally guaranteed by Dana. The Tender Offer is conditioned on the closing of the 2025 Notes, among other conditions.
Dana intends to use the net proceeds from the offering of the 2025 Notes (i) to repay approximately $180 million of indebtedness of Dana’s subsidiaries Brevini Power Transmission S.p.A., Brevini Fluid Power S.p.A. and certain of their subsidiaries, (ii) to repay approximately $113 million of indebtedness of a Brazilian subsidiary of Dana, (iii) to purchase in the Tender Offer up to $75 million aggregate principal amount of the 2021 Notes, (iv) to pay related fees and expenses and (v) for general corporate purposes, which may include repayment of indebtedness. A copy of such news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this report (including Exhibit 99.1 and Exhibit 99.2 hereto) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report.
| Exhibit No. |
Description | |
| 99.1 | Dana Incorporated News Release dated March 21, 2017 Announcing Dana’s Tender Offer. | |
| 99.2 | Dana Incorporated News Release dated March 21, 2017 Announcing Dana’s Notes Offering. | |
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 INCORPORATED | ||||||
| Date: March 21, 2017 |
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 Incorporated News Release dated March 21, 2017 Announcing Dana’s Tender Offer. | |
| 99.2 | Dana Incorporated News Release dated March 21, 2017 Announcing Dana’s Notes Offering. | |
Exhibit 99.1
Dana Incorporated Announces Tender Offer for 2021 Notes
Maumee, Ohio, March 21, 2017/PRNewswire/ — Dana Incorporated (NYSE: DAN) (“Dana”) today announced the commencement of a cash tender offer (the “Offer”) for up to $75 million aggregate principal amount of its 5.375% Senior Notes due 2021 (CUSIP No. 235825AC0) (the “Notes”), upon the terms and conditions set forth in the Offer to Purchase dated March 21, 2017.
The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of April 17, 2017 (unless extended) (the “Expiration Time”).
Holders of Notes (“Holders”) who validly tender their Notes at or prior to 5:00 p.m., New York City time, on April 3, 2017 (the “Early Tender Time”) will be eligible to receive the “Total Consideration” of $1,040.31 per $1,000 principal amount of Notes tendered, which includes the “Early Tender Payment” of $30 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 “Early Tender Payment.”
Dana’s obligation to accept for purchase, and to pay for, Notes validly tendered is subject to certain conditions, including the consummation of a new debt financing, the proceeds of which will be used to purchase Notes tendered in the Offer. 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 April 3, 2017, 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.
Dana reserves the right, but is under no obligation, to increase the $75 million tender cap at any time, subject to compliance with applicable law.
Citigroup Global Markets Inc. (“Citi”) is acting as sole dealer manager 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 (866) 745-0268 (toll-free), (212) 269-5550 (collect for Banks and Brokers) or via email at dan@dfking.com.
None of Dana, the dealer manager 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 press 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 is being made solely by the Offer to Purchase dated March 21, 2017. This press 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 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, 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, 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 world leader in highly engineered solutions for improving the efficiency, performance, and sustainability of powered vehicles and machinery. Dana supports the passenger vehicle, commercial truck, and off-highway markets, as well as industrial and stationary equipment applications. Founded in 1904, Dana employs approximately 27,000 people in 34 countries on six continents who are committed to delivering long-term value to customers. The company reported sales of more than $5.8 billion in 2016. Forbes Magazine has again selected Dana as one of America’s 100 Most Trustworthy Companies. Based in Maumee, Ohio, the company’s operations were selected as a 2017 “Top Workplace” in Northwest Ohio and Southeast Michigan by The (Toledo) Blade. For more information, please visit dana.com. Information on or accessible through our website does not constitute part of this release.
| Investor Contact Craig Barber 419.887.5166 craig.barber@dana.com |
Media Contact Jeff Cole 419.887.3535 jeff.cole@dana.com |
2
Exhibit 99.2
Dana Launches $400 Million Senior Notes Offering
MAUMEE, Ohio, March 21, 2017/PRNewswire/ – Dana Incorporated (NYSE: DAN) (“Dana”) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l., is proposing to issue $400 million aggregate principal amount of senior unsecured notes due 2025 (the “2025 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes will be fully and unconditionally guaranteed by Dana. Dana intends to use the net proceeds from the offering of the 2025 Notes (i) to repay approximately $180 million of indebtedness of Dana’s subsidiaries Brevini Power Transmission S.p.A., Brevini Fluid Power S.p.A. and certain of their subsidiaries, (ii) to repay approximately $113 million of indebtedness of a Brazilian subsidiary of Dana, (iii) to purchase in a tender offer up to $75 million aggregate principal amount of its outstanding 5.375% Senior Notes due 2021, (iv) to pay related fees and expenses and (v) for general corporate purposes, which may include repayment of indebtedness.
The 2025 Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors in reliance on Regulation S under the Securities Act. The 2025 Notes initially will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
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,” “feels,” “strives,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “strategy,” “goal,” “aspiration,” “outcome,” “remain,” “maintain,” “trend,” “objective,” 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, 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 world leader in highly engineered solutions for improving the efficiency, performance, and sustainability of powered vehicles and machinery. Dana supports the passenger vehicle, commercial truck, and off-highway markets, as well as industrial and stationary equipment applications. Founded in 1904, Dana employs approximately 27,000 people in 34 countries on six continents who are committed to delivering long-term value to customers. The company reported sales of more than $5.8 billion in 2016. Forbes Magazine has again selected Dana as one of America’s 100 Most Trustworthy Companies. Based in Maumee, Ohio, the company’s operations were selected as a 2017 “Top Workplace” in Northwest Ohio and Southeast Michigan by The (Toledo) Blade. For more information, please visit dana.com. Information on or accessible through our website does not constitute part of this release.
| Investor Contact Craig Barber 419.887.5166 craig.barber@dana.com |
Media Contact Jeff Cole 419.887.3535 jeff.cole@dana.com |