Dana Incorporated (NYSE:DAN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On August17, 2017, Dana Incorporated, a Delaware corporation (“Dana”), entered into Amendment No.1 to the Revolving Credit and Guaranty Agreement and Amendment No.1 to the Revolving Facility Security Agreement (the “First Amendment”), among Dana, certain domestic subsidiaries of Dana party thereto (the “Guarantors”), Citibank, N.A., as administrative agent and collateral agent (the “Agent”), and the lenders and issuing banks party thereto. The First Amendment amends (i)the Revolving Credit and Guaranty Agreement, dated as of June9, 2016, among Dana, the Guarantors, the Agent, and the Lenders and issuing banks party thereto (the “Credit Agreement”) and (ii)the Revolving Facility Security Agreement, dated as of June9, 2016, among Dana, the Guarantors and the Agent (the “Security Agreement”).

The First Amendment increases availability under the Credit Agreement from an aggregate principal amount of $500.0 million to an aggregate principal amount of $875.0 million by: (i)increasing the aggregate commitments under the existing revolving credit facility (as amended by the First Amendment, the “Amended Revolving Credit Facility”) from $500.0 million to $600.0 million and (ii)adding a new term facility (the “Term Facility” and, together with the Amended Revolving Credit Facility, the “Facilities”) with availability in an aggregate principal amount of $275.0 million.

The Facilities each have a five-year term and mature in August 2022. Availability under the Amended Revolving Credit Facility will be reduced for outstanding credit advances or letter of credit issuances. Advances under the Term Facility may be made on any business day until September30, 2017 and will be repaid on the last day of each fiscal quarter commencing on September30, 2018 and ending on June30, 2022 in equal quarterly amounts of 1.5625% of the initial aggregate principal amount of such advances.

The Facilities are guaranteed by the Guarantors, which consist of all of Dana’s restricted wholly owned domestic subsidiaries, subject to certain exceptions. The Facilities are secured on a first-priority lien basis on substantially all of the assets of Dana and the Guarantors, subject to certain exceptions.

The Facilities bear interest at a floating rate based on, at Dana’s option, (A)a Eurodollar rate plus an applicable margin between 1.50% and 2.00%per annum that is determined by reference to a total net leverage ratio or (B)a Base Rate plus an applicable margin between 0.50% and 1.00%per annum that is determined by reference to a total net leverage ratio. In addition to paying interest on outstanding principal under each of the Facilities, Dana is required to pay a commitment fee to the lenders in respect of the unutilized commitments at a rate between 0.25% and 0.50%per annum that is determined by reference to a total net leverage ratio.

The lenders have the ability, subject to certain cure rights of Dana, to accelerate loan payment dates and charge default interest rates for certain breaches by Dana and the Guarantors of their covenants and other obligations under the Facilities.

The Facilities do not have any financial maintenance covenants, other than a first lien net leverage ratio not to exceed 2.00 to 1.00.

The First Amendment also amends the Security Agreement to grant a security interest in certain collateral to the Agent for the benefit of the secured parties under the Term Facility and reaffirms the security interest granted in such collateral to the Agent for the benefit of the secured parties under the Credit Agreement.

The description above is a summary of the First Amendment and is qualified in its entirety by the complete text, including the exhibits, of the First Amendment itself, which is attached to this report as Exhibit10.1 and is incorporated herein by reference.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the discussion set forth under Item 1.01, “Entry into a Material Definitive Agreement,” of this Form 8-K, which discussion is incorporated herein by reference.

Item 1.01. Other Events.

On August17, 2017, Dana issued a news release announcing the entry into the First Amendment, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On August18, 2017, Dana issued a notice of redemption to the indenture governing its 5.375% Senior Notes due 2021 (the “Notes”) that it intends to redeem, subject to the financing condition described below, all of the outstanding Notes on September18, 2017 (the “Redemption Date”) at a redemption price equal to 102.688% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the redemption date (the “Redemption”).

The Redemption is conditioned on the completion of one or more debt financings on or prior to the Redemption Date by Dana or a subsidiary of Dana, on terms satisfactory to Dana providing funds sufficient for Dana to pay the aggregate redemption price for all of the outstanding Notes.

Item 1.01. Financial Statements and Exhibits.

DANA INC Exhibit
EX-10.1 2 d442438dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION   AMENDMENT NO. 1 TO REVOLVING CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO THE REVOLVING FACILITY SECURITY AGREEMENT dated as of August 17,…
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About Dana Incorporated (NYSE:DAN)

Dana Inc, formerly Dana Holding Corporation, is a provider of high technology driveline, sealing and thermal-management products. The Company offers its products to vehicle manufacturers in the global light vehicle, medium/heavy vehicle and off-highway markets. The Company operates in four segments: Light Vehicle Driveline Technologies (Light Vehicle), Commercial Vehicle Driveline Technologies (Commercial Vehicle), Off-Highway Driveline Technologies (Off-Highway) and Power Technologies. Its Light Vehicle segment’s products include front axles, rear axles, drive shafts, differentials, torque couplings and modular assemblies. Its Commercial Vehicle segment’s products include drive shafts and tire inflation systems. Its Off-Highway segment’s products include products include front axles, rear axles, drive shafts, transmissions, tire inflation systems and electronic controls. Its Power Technologies segment’s products include gaskets, cover modules among others.