Item 1.01 Entry Into a Material Definitive Agreement.
On November 21, 2019, Dana Incorporated ("Dana") and Wells Fargo Bank, National
Association, as trustee (the "Trustee") entered into the Fifth Supplemental
Indenture (the "Fifth Supplemental Indenture") to the Indenture, dated as of
January 28, 2011, between Dana and the Trustee, in connection with the early
settlement of Dana's previously announced tender offer and consent solicitation
(the "Tender Offer and Consent Solicitation") for Dana's 6.000% Senior Notes due
2023 (the "2023 Notes"). The Fifth Supplemental Indenture amends the indenture
governing the 2023 Notes to, among other things, eliminate substantially all of
the restrictive covenants, certain events of default and certain other
provisions, and shorten the required notice period for redemptions of the 2023
Notes from 30 days to two business days. The information set forth under Item
8.01 below is incorporated by reference into this Item 1.01.
A copy of the Fifth Supplemental Indenture is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. The above description of the material terms of
the Fifth Supplemental Indenture is not complete and is qualified in its
entirety by reference to the Fifth Supplemental Indenture.
Item 8.01 Other Events.
On November 22, 2019, Dana announced that as of 5:00 p.m., New York City time,
on November 21, 2019 (the "Early Tender Time"), holders of approximately $162
aggregate principal amount of Dana's outstanding 2023 Notes had tendered their
2023 Notes pursuant to the Tender Offer and Consent Solicitation.
As of the Early Tender Time, the tenders received by Dana for the 2023 Notes
represented in the aggregate approximately 54% of the 2023 Notes. As a result,
the requisite consent of holders of the 2023 Notes was obtained and, on
November 21, 2019, Dana and the Trustee entered into the Fifth Supplemental
Indenture. The Tender Offer and Consent Solicitation will expire at 9:00 a.m.,
New York City time, on Thursday, December 5, 2019, unless extended or earlier
terminated (the "Expiration Time"), and holders of 2023 Notes who validly tender
their 2023 Notes after the Early Tender Time but at or before the Expiration
Time will only be eligible to receive the tender offer consideration and will
not receive the consent and early tender payment.
On November 22, 2019, Dana announced that it exercised its right to accept for
early payment all of the 2023 Notes tendered prior to the Early Tender Time.
Pursuant to the terms of the Offer to Purchase and Consent Solicitation
Statement, dated November 5, 2019 (the "Statement"), Dana has accepted for
purchase approximately $162 aggregate principal amount, or approximately 54%, of
the 2023 Notes. As a result of Dana's acceptance and payment for the tendered
2023 Notes, the provisions of the Fifth Supplemental Indenture became operative
on November 22, 2019. Notwithstanding Dana's exercise of its early acceptance
rights, the Tender Offer and Consent Solicitation will remain open until the
Expiration Time, unless extended or earlier terminated.
Each holder who tendered its 2023 Notes prior to the Early Tender Time received
on November 22, 2019 the total consideration of $1,022.50 per $1,000 principal
amount of the 2023 Notes tendered, which includes $992.50 as the tender offer
consideration and $30.00 as the consent and early tender payment. In addition,
accrued interest up to, but not including, the payment date of the 2023 Notes
was paid in cash on all tendered and accepted 2023 Notes.
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The complete terms and conditions to the Tender Offer and Consent Solicitation
for the 2023 Notes are detailed in the Statement. The Tender Offer and Consent
Solicitation is being made only through, and subject to the terms and conditions
set forth in the Statement.
On November 22, 2019, Dana issued a notice of redemption pursuant to the
indenture governing the 2023 Notes, as amended by the Fifth Supplemental
Indenture, announcing that Dana intends to redeem all of its outstanding 2023
Notes on November 26, 2019 (the "Redemption Date") at a redemption price equal
to 102.000% of the principal amount of the 2023 Notes, plus accrued and unpaid
interest thereon to, but not including, the Redemption Date.
Dana issued a news release in connection with such announcements, 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 exhibits are filed with this report.
Exhibit
No. Description
4.1 Fifth Supplemental Indenture, dated as of November 21, 2019, with
respect to the Indenture, dated January 28, 2011, between Dana
Incorporated and Wells Fargo Bank, National Association, as trustee.
99.1 Dana Incorporated News Release dated November 22, 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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