Dana begins tender offer and consent solicitation for 2024 notes

Chicago, April 29 – Dana Inc. started a tender offer on Thursday to purchase any and all of its outstanding $425 million 5˝% senior notes due 2024 (Cusip: 235825AE6), according to a press release.

The company is also soliciting consents to amend the notes. The amendment would eliminate substantially all of the restrictive covenants, some events of default and some other provisions and shorten the required notice period for redemption of the notes to two business days from 30 days.

A majority of noteholders must give consent for the notes to be amended.

The company is offering to pay $1,020 per $1,000 notes. The consideration includes a $30 consent and early tender payment for notes tendered by the early tender deadline at 5 p.m. ET on May 12.

Noteholders who tender after the early tender time will be eligible to receive $990 per $1,000 note tendered.

In either case, interest will be paid to the settlement date.

Tenders may be withdrawn prior to 5 p.m. ET on May 12.

The offer expires at 12 a.m. ET on May 26.

Early settlement may occur, at the company’s option, shortly after the early tender time, or the notes may be settled on the final settlement date. Final settlement is schedule for May 27.

The offer is conditioned upon the receipt of at least $400 million of funds from a new offer of notes.

Any notes not purchased in the tender offer will be redeemed on May 29 at 101.833, plus interest.

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

D.F. King & Co., Inc. is the tender and information agent for the offer (800 901-0068, 212 269-5550, dana@dfking.com).

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

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