DANA Inc — Capital/Financing Update 2023

Mar 16, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2023

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Dana Incorporated

(Exact name of registrant as specified in its charter)

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Delaware	1-1063	26-1531856
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3939 Technology Drive , Maumee , Ohio 43537
(Address of principal executive offices) (Zip Code)
( 419 ) 887-3000
(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title of Each
Class | Trading Symbol | Name of Each Exchange on which Registered |
| --- | --- | --- |
| Common Stock, $.01 par value | DAN | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On March 14, 2023, Dana Incorporated (“ Dana ”) entered into Amendment No. 6 to Credit and Guaranty Agreement (the “ Sixth Amendment ”), among Dana, as a borrower, 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 (“ DIL ”), as a 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 Sixth 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 DIL, as borrowers, the Guarantors from time to time party thereto, the lenders from time to time party thereto and the Agent.

The Sixth Amendment, among other things, (i) extends the maturity date of the revolving facility under the Credit Agreement (the “ Revolving Facility ”) by two years to March 2028 and (ii) replaces the benchmark interest rates for borrowings from the London Interbank Offered Rate (“ LIBOR ”) to the Secured Overnight Financing Rate (“ SOFR ”) and, in the case of Sterling borrowings under the Revolving Facility, to the Sterling Overnight Index Average (“ SONIA ”).

The description above is a summary of the Sixth Amendment and is qualified in its entirety by the complete text of the Sixth Amendment, which is attached to this report as Exhibit 10.1 and is 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 above, under Item 1.01, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this report.

Exhibit No.	Description
10.1	Amendment No. 6 to Credit and Guaranty Agreement, dated as of March 14, 2023, among Dana Incorporated, Dana International Luxembourg S.à r.l., the guarantors party thereto, Citibank, N.A. as administrative agent and collateral agent, and the lenders party thereto.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| DANA
INCORPORATED — By: | /s/ Douglas H. Liedberg |
| --- | --- |
| Name: | Douglas H. Liedberg |
| Title: | Senior Vice President, General Counsel and Secretary |

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