Dana sees early tenders for $162 million notes, gets needed consents

By Marisa Wong

Los Angeles, Nov. 22 – Dana Inc. said holders had tendered $162 million, or 54%, of its outstanding $300 million 6% senior notes due 2023 as of 5 p.m. ET on Nov. 21, the early tender time of its previously announced cash tender offer for any and all of the notes.

As a result, Dana has obtained the necessary consents to amend the indenture governing the notes, according to a Friday press release. The company needed consents from holders of a majority in principal amount of the outstanding notes.

The early tender time had been extended from 5 p.m. ET on Nov. 19, as previously reported. By the original early deadline, about $147 million, or 49% of the outstanding amount, of notes had been tendered in the offer.

Dana solicited consents from holders to amend the indenture to, among other things, eliminate substantially all of the restrictive covenants, some events of default and some other provisions and to shorten the required notice period for redemptions of the notes to two business days from 30 days. The changes will become operative once Dana accepts the notes for payment.

The company also announced on Friday that it has elected to redeem on Nov. 26 all of the 2023 notes outstanding after settlement of the early tenders. The redemption price is 102 plus accrued interest.

The tender offer is scheduled to expire at 9 a.m. ET on Dec. 5.

Holders who tendered their notes at or prior to the early tender time will be eligible to receive the total consideration of $1,022.50 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 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.

Holders will also receive accrued interest.

Holders who tender their notes will be deemed to have given their consent to the proposed amendments.

The offer is subject to 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.

Dana has the right to accept for purchase prior to the final settlement date all notes validly tendered on or prior to the early tender time. If the company chooses early settlement, 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 will occur promptly after the expiration time.

Tenders may no longer be withdrawn.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager and solicitation agent.

D.F. King & Co., Inc. (800 714-2193, 212 269-5550 or dana@dfking.com) is the tender and information agent.

Dana is a Maumee, Ohio-based supplier of automotive transmissions.

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