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

Item1.01.

On April4, 2017, Dana Financing Luxembourg S. r.l. (the Issuer),
a wholly-owned indirect subsidiary of Dana Incorporated (Dana),
closed its offering of $400,000,000 in aggregate principal amount
of its 5.750% Senior Notes due 2025 (the Notes) in a private
offering exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act). The
Notes were issued to an Indenture, dated as of April4, 2017,
between the Issuer, Dana, as guarantor, and Wells Fargo Bank,
National Association, as trustee (the Indenture).

The Indenture provides, among other things, that the Notes will
be senior unsecured obligations of the Issuer and will be fully
and unconditionally guaranteed by Dana. Interest is payable on
the Notes on April15 and October15 of each year, beginning
October15, 2017. The Notes will mature on April15, 2025.

The Issuer may redeem the Notes in whole or in part on or after
April15, 2020 at redemption prices of 104.313%, 102.875%, or
101.438% of the principal amount thereof if the redemption occurs
during the 12-month period beginning on April15, 2020, 2021, or
2022, respectively, and a redemption price of 100.000% of the
principal amount thereof on or after April15, 2023, in each case
plus accrued and unpaid interest to (but not including) the
redemption date. Prior to April15, 2020, the Issuer may redeem up
to 35% of the aggregate principal amount of the Notes (calculated
after giving effect to any issuance of additional Notes) with an
amount equal to the net cash proceeds of one or more equity
offerings, at a price equal to 105.750% of the principal amount
thereof, plus accrued and unpaid interest to (but not including)
the redemption date, provided that at least 50% of the original
aggregate principal amount of the Notes (calculated after giving
effect to any issuance of additional Notes) remains outstanding
after the redemption. Prior to April15, 2020, the Issuer also may
redeem the Notes in whole or in part at a redemption price equal
to 100.000% of the aggregate principal amount thereof, plus
accrued and unpaid interest to (but not including) the redemption
date plus a make-whole premium.

Subject to certain limitations, in the event of a change of
control of Dana, the Issuer will be required to make an offer to
purchase the Notes at a purchase price equal to 101.000% of the
principal amount of the Notes, plus accrued and unpaid interest
to (but not including) the date of purchase.

The Notes will rank equally with all of Danas other unsecured
senior indebtedness. The Notes will be effectively subordinated
to any of Danas secured indebtedness, to the extent of the assets
securing such indebtedness, and structurally subordinated to all
of the debt and other liabilities of Danas subsidiaries other
than the Issuer.

The Indenture contains restrictive covenants that, among other
things, limit the ability of Dana and its restricted
subsidiaries, including the Issuer, to: (i)incur additional debt,
(ii)pay dividends and make other restricted payments, (iii)create
or permit certain liens, (iv)use the proceeds from sales of
assets and subsidiary stock, (v)create or permit restrictions on
the ability of Danas restricted subsidiaries to pay dividends or
make other distributions to Dana, (vi)enter

into transactions with affiliates, and (vii)consolidate or merge
or sell all or substantially all of Danas assets. The Indenture
also contains a covenant limiting the ability of the Issuer to
conduct any business operations other than those in connection
with the issuance of the Notes and other debt permitted under the
Indenture. The foregoing limitations are subject to exceptions as
set forth in the Indenture. In addition, if in the future (i)the
Notes have been assigned an investment grade rating from either
Moodys Investors Service, Inc. (Moodys) or Standard Poors (SP)
and a rating from the other rating agency of at least Ba1 in the
case of Moodys or BB in the case of SP, and (ii)no default has
occurred and is continuing, certain of these covenants will,
thereafter, no longer apply to the Notes for so long as the Notes
maintain these specified ratings. The Indenture also provides for
customary events of default.

A copy of the Indenture is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. The above description of the
material terms of the Indenture is not complete and is qualified
in its entirety by reference to the Indenture.

Please see the discussion set forth under Item1.01, Entry into a
Material Definitive Agreement, of this Form 8-K, which discussion
is incorporated herein by reference.

On April4, 2017, Dana issued a news release announcing the
closing of the offering of the Notes, a copy of which is attached
to this report as Exhibit 99.1 and is incorporated herein by
reference. On April 4, 2017, Dana also issued a news release
announcing the increase of the Tender Cap (as defined below) in
its previously announced Tender Offer (as defined below) and its
decision to exercise its right to accept the tendered notes for
early purchase, subject to the proration factor described below.
A copy of the news release is attached to this report as Exhibit
99.2 and is incorporated herein by reference.

The information in this report (including Exhibit 99.1 and
Exhibit99.2 hereto) is being furnished and shall not be deemed
filed for purposes of Section18 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, or the Securities Exchange Act
of 1934, as amended, except as shall be expressly set forth by
specific reference in such filing.

On March21, 2017, Dana commenced a tender offer (the Tender
Offer) to purchase up to $75,000,000 aggregate principal amount
(the Initial Tender Cap) of its outstanding $450,000,000
aggregate principal amount of 5.375% Senior Notes due 2021 (the
2021 Notes). As of 5:00 p.m., New York City time, on April3, 2017
(the Early Tender Time), Dana has been advised by D.F. King Co.,
Inc., as the tender agent and information agent for the Tender
Offer, that holders of $170,728,000 aggregate principal amount of
the outstanding 2021 Notes had validly tendered their 2021 Notes
to the Tender Offer. On April 4, 2017, Dana increased the Initial
Tender Cap from $75,000,000 to $100,000,000 aggregate principal
amount of 2021 Notes (the Initial Tender Cap, as increased, the
Tender Cap).

On April4, 2017, Dana exercised its right to accept for early
purchase $100,000,000 aggregate principal amount of the 2021
Notes tendered at or prior to the Early Tender Time to the terms
of Danas Offer to Purchase, dated March21, 2017 (the Offer to
Purchase).

Because the aggregate principal amount of 2021 Notes tendered to
the Tender Offer at or prior to the Early Tender Time exceeded
the Tender Cap, the amount of 2021 Notes accepted for purchase
was determined by multiplying each holders tender by the
proration factor. The proration factor for the 2021 Notes
accepted for purchase was approximately 58.637%. Notwithstanding
Danas exercise of its early settlement election, the Tender Offer
will remain open until 12:00 midnight, New York City time, on
April17, 2017 (the Expiration Time), unless extended by Dana in
its sole discretion. However, no 2021 Notes tendered after the
Early Tender Time but at or before the Expiration Time will be
accepted for payment unless Dana decides, in its sole discretion,
to further increase the Tender Cap.

Each holder who validly tendered its 2021 Notes at or prior to
the Early Tender Time and had such notes accepted by Dana
received the total consideration of $1,040.31 per $1,000
principal amount of the 2021 Notes tendered, which included
$30.00 per $1,000 principal amount as an early tender payment. In
addition, accrued and unpaid interest up to, but not including,
April4, 2017, was paid in cash on all validly tendered and
accepted 2021 Notes. As a result, Dana paid aggregate
consideration of approximately $104.3 million for the validly
tendered and accepted 2021 Notes.

The complete terms and conditions of the Tender Offer for the
2021 Notes are detailed in the Offer to Purchase and the related
Letter of Transmittal (together with the Offer to Purchase, the
Offer Documents). The Tender Offer is being made only through,
and subject to the terms and conditions set forth in, the Offer
Documents and related materials.

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.

Dana Incorporated (NYSE:DAN) Recent Trading Information

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