Dana Incorporated announced on November 6, 2026, the commencement of cash tender offers to purchase any and all of its 4.250% Senior Notes due 2030 and 4.500% Senior Notes due 2032, with an expiration date of November 13, 2026.

Key Highlights

  • Two note series targeted: The offers cover $226,800,000 aggregate principal of 4.250% Senior Notes due 2030 (CUSIP 235825AH9) and $198,452,000 aggregate principal of 4.500% Senior Notes due 2032 (CUSIP 235825AJ5).
  • Fixed spread of 0 bps: According to the filing, the consideration for each $1,000 principal amount will be determined by reference to the applicable fixed spread of 0 basis points plus the yield to maturity of the specified U.S. Treasury Reference Security.
  • Expiration set for November 13, 2026: The offers expire at 5:00 p.m., New York City time, on November 13, 2026, unless extended or terminated.
  • Expected settlement November 17, 2026: The settlement date is expected to be on or about November 17, 2026, the second business day following the expiration date.
  • No minimum tender condition: The filing states the offers are not conditioned on any minimum amount of notes being tendered.
  • Potential covenant defeasance: The company disclosed it currently intends, 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 any notes remaining outstanding after the offers.
  • Dealer managers retained: J.P. Morgan Securities LLC and Barclays Capital Inc. are serving as dealer managers for the offers.

Dana Incorporated's Tender Offer Terms and Conditions

Dana Incorporated (NYSE:DAN), headquartered in Maumee, Ohio, announced the commencement of tender offers on November 6, 2026, to purchase for cash any and all of two series of outstanding senior notes. The 4.250% Senior Notes due 2030 have an aggregate principal amount outstanding of $226,800,000, while the 4.500% Senior Notes due 2032 carry an aggregate principal amount outstanding of $198,452,000, according to the filing.

The consideration for each $1,000 principal amount of notes validly tendered will be determined by reference to a fixed spread of 0 basis points plus the yield to maturity of the applicable U.S. Treasury Reference Security. For the 2030 notes, the reference security is the 4.125% UST due August 31, 2030, quoted on Bloomberg page FIT5. For the 2032 notes, the reference security is the 1.875% UST due February 15, 2032, quoted on Bloomberg page FIT6. The pricing will be based on the bid-side price at 3:00 p.m., New York City time, on November 13, 2026, the filing stated. Accrued interest from the last interest payment date to, but not including, the settlement date will be paid separately on notes accepted for purchase.

Holders may withdraw tendered notes at any time at or prior to the earlier of the expiration date or, if the offer is extended, the 10th business day after commencement. The company disclosed that its obligation to accept and pay for notes is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. The filing also noted that this news release includes forward-looking statements subject to the company's cautionary language and risks discussed in its filings with the U.S. Securities and Exchange Commission.

What Was Disclosed

Dana Incorporated disclosed the launch of cash tender offers for two series of senior notes totaling approximately $425,252,000 in aggregate principal, with offers expiring November 13, 2026, and settlement expected November 17, 2026, with no minimum tender condition required.