| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 10, 2026, Dana Incorporated (“Dana”) entered into Amendment No. 8 to Credit and Guaranty Agreement (the “Eighth Amendment”) among Dana, as borrower, certain domestic subsidiaries of Dana party thereto (the “Guarantors”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”). The Eighth Amendment amends the Credit and Guaranty Agreement, dated as of June 9, 2016 (as amended from time to time, the “Credit Agreement”), among Dana and Dana International Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, as borrowers, the Guarantors from time to time party thereto, the lenders from time to time party thereto and the Agent.
The Eighth Amendment, among other things, provides for a new senior secured delayed draw term loan A facility (the “Delayed Draw Term Loan A Facility”) in an aggregate principal amount of $500.0 million. The Delayed Draw Term Loan A Facility may be used for general corporate purposes, including the repayment or repurchase of the 2031 Notes (as defined below) and the payment of fees and expenses related thereto and to the Eighth Amendment. The Delayed Draw Term Loan A Facility matures on the date that is 364 days after the borrowing of the loans thereunder. The Delayed Draw Term Loan A Facility is available to be drawn in a single draw at any time prior to August 1, 2026.
Advances under the Delayed Draw Term Loan A Facility accrue interest at the same rate as Revolving Credit Advances under the Credit Agreement, as set forth therein. The Delayed Draw Term Loan A Facility requires amortization payments quarterly on the last day of each fiscal quarter, beginning on December 31, 2026, in an amount equal to 10% of the aggregate principal amount outstanding under the Delayed Draw Term Loan A Facility, with the remaining outstanding amount repaid upon maturity.
The Delayed Draw Term Loan A Facility is guaranteed by the Guarantors, which consist of all of Dana’s restricted wholly owned domestic subsidiaries, subject to certain exceptions. The Delayed Draw Term Loan A Facility is secured on a first-priority lien basis on substantially all of the assets of Dana and the Guarantors, subject to certain exceptions and permitted liens.
The foregoing description of the Eighth Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Eighth Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated herein by reference.
Dana expects to draw down on the Delayed Draw Term Loan A Facility in full and use the proceeds therefrom to redeem all of the outstanding 8.500% Senior Notes due 2031 (the “2031 Notes”) issued by Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, and guaranteed by Dana, on or around July 31, 2026 (the “Redemption Date”). The redemption price is 104.250% of the principal amount of the 2031 Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Dana’s current expectations, estimates, and projections about Dana’s industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” and similar expressions, and variations or negatives
