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Published on 11/20/2019 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Dana takes in $147 million tenders so far, extends early deadline

By Sarah Lizee

Olympia, Wash., Nov. 20 – Dana Inc. extended the early tender time for its previously announced cash tender offer to purchase any and all of the outstanding $300 million 6% senior notes due 2023, according to a press release.

The early tender time was extended to 5 p.m. ET on Nov. 21 from 5 p.m. ET on Nov. 19.

By the original early deadline, about $147 million, or 49% of the outstanding amount, of notes had been tendered in the offer.

As previously reported, Dana is also soliciting consents from holders to amend the indenture governing the notes to, among other things, eliminate substantially all of the restrictive covenants, some events of default and some other provisions, and to shorten the required notice period for redemptions of the notes to two business days from 30 days.

Holders who tender their notes will be deemed to have given their consent to the proposed amendments.

The consent from holders of a majority in aggregate principal amount of outstanding notes not owned by Dana or its affiliates is required to approve the proposed amendments.

The offer is scheduled to expire at 9 a.m. ET on Dec. 5.

Holders who validly tender their notes at or prior to the early tender time will be eligible to receive the total consideration of $1,022.50 per $1,000 principal amount of notes tendered, which includes the consent and early tender payment of $30.00 per $1,000 of the notes.

Holders who validly tender their notes after the early tender time but at or before the expiration time will be eligible to receive the tender offer consideration, which is equal to the total consideration minus the consent and early tender payment.

Holders will also receive accrued interest.

The offer is subject to consummation of a new debt financing, the proceeds of which will be used to purchase notes tendered in the offer. Dana may waive any of the conditions if they are not satisfied.

Dana has the right to accept for purchase prior to the final settlement date all notes validly tendered on or prior to the early tender time. If the company chooses early settlement, Dana currently expects the settlement date for notes tendered at or prior to the early tender time to be promptly after the exercise of the early settlement election.

The settlement date for notes tendered after the early tender time and at or prior to the expiration time will occur promptly after the expiration time.

Notes tendered may no longer be withdrawn.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager and solicitation agent.

D.F. King & Co., Inc. (800 714-2193, 212 269-5550 or dana@dfking.com) is the tender and information agent.

Dana is a Maumee, Ohio-based supplier of automotive transmissions.


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