MAUMEE, Ohio, Nov. 13, 2026 /PRNewswire/ -- Dana Incorporated (NYSE: DAN) ("Dana" or the "Company") announced today the pricing, expiration and results of its tender offers to purchase for cash any and all of its outstanding 4.250% Senior Notes due 2030 (the "2030 Notes") and 4.500% Senior Notes due 2032 (the "2032 Notes" and, together with the 2030 Notes, the "Notes"). The tender offers (each, an "Offer" and, together, the "Offers") were made pursuant to the Offer to Purchase, dated November 6, 2026 (the "Offer to Purchase"). The Offers expired at 5:00 p.m., New York City time, on November 13, 2026 (the "Expiration Date").
According to information provided by D.F. King & Co., Inc., the tender and information agent for the Offers, $357,873,000 aggregate principal amount of Notes were validly tendered by the Expiration Date and not validly withdrawn by the Withdrawal Deadline (as defined in the Offer to Purchase). The table below includes information about the aggregate principal amount of Notes referred to above broken out between 2030 Notes and 2032 Notes. The table below also shows pricing information regarding the Notes, including the Consideration (as defined below) for the Notes, calculated as of 3:00 p.m., New York City time, today, November 13, 2026, in accordance with the Offer to Purchase.
Title of Security | CUSIP No. / ISIN(1) | Aggregate Principal | Principal | U.S. Treasury Reference Security | Reference | Bloomberg Reference Page | Fixed Spread | Consideration(2) |
4.250% Senior | 235825AH9 / | $226,800,000 | $181,151,000 | 4.125% | 4.972 % | FIT5 | 0 bps | $975.28 |
4.500% Senior | 235825AJ5 / | $198,452,000 | $176,722,000 | 1.875% | 5.017 % | FIT6 | 0 bps | $976.35 |
(1) | No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. | |||
(2) | Reflects the consideration (the "Consideration") for each $1,000 principal amount of Notes of each series validly tendered, not validly withdrawn and |
The Company intends to accept for purchase the principal amount of the Notes specified in the table above and pay the applicable Consideration and Accrued Interest for such Notes on the Settlement Date.
To the extent any Notes remain outstanding following the consummation of the Offers, the Company currently intends to (but is not obligated to) defease all covenants (except payment of principal and interest and maintenance of office) with respect to one or both series of Notes, in which case Holders of such Notes will continue to receive interest on each scheduled interest payment date and principal on the stated maturity date but will not benefit from any restrictive covenants removed pursuant to the defeasance, including the change of control repurchase obligations.
The description of the Offers above is only a summary and is qualified in its entirety by the Offer to Purchase.
Information Relating to the Offers
The Company retained J.P. Morgan Securities LLC and Barclays Capital Inc. as dealer managers in connection with the Offers (the "Dealer Managers"). In such capacities, they may contact Holders regarding the Offers and may request brokers, dealers, commercial banks, trust companies and other nominees or intermediaries to forward the Offer to Purchase and related materials to beneficial owners of Notes. Requests for documents may be directed to D.F. King & Co., the tender and information agent, at: (866) 796-3441 (toll-free) (bankers and brokers can call collect at (212) 257-2516) or dana@dfking.com. Questions about the Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4466 (toll-free) or (212) 834-3554 (collect) or Barclays Capital Inc. at (800) 438-3242 (toll-free) or by email at us.lm@barclays.com.
This news release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale has been or will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers were only made pursuant to the Offer to Purchase.
About Dana Incorporated
Dana Incorporated (NYSE: DAN) is a global leader in the design and manufacture of highly efficient propulsion solutions for the light- and commercial vehicle markets. Guided by its vision to be the world's best powertrain company, Dana delivers advanced conventional and clean energy technologies that help customers improve the performance, efficiency, and durability of their vehicles. The company supplies leading vehicle manufacturers and related aftermarkets with industry defining drive systems, electrodynamic technologies, and thermal and sealing solutions.
Forward-Looking Statements
This news release includes "forward-looking statements" within the meaning of the federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as "anticipates," "expects," "believes," "intends," "plans," "predicts," "seeks," "estimates," "projects," "outlook," "may," "will," "should," "would," "could," "potential," "continue," "ongoing" and similar expressions, variations or negatives of these words. These statements represent the present expectations of the Company and its consolidated subsidiaries based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed in the Offer to Purchase and in our filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this news release.
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SOURCE Dana Incorporated
