DAN Dana

Filed: 4 May 21, 8:00pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2021



Dana Incorporated

(Exact name of registrant as specified in its charter)




Delaware 1-1063 26-1531856
(State or other jurisdiction
of incorporation)
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)



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




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. ☐




Item 8.01

Other Events.

Underwriting Agreement

On April 29, 2021, Dana Incorporated (“Dana”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of the several underwriters named therein, relating to the issuance and sale by Dana of its 4.250% Senior Notes due 2030 (the “Notes”).

The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3ASR (File No. 333-234507) filed with the Securities and Exchange Commission on November 5, 2019, which became effective upon filing. The terms of the Notes are described in Dana’s Prospectus dated November 5, 2019, as supplemented by a final Prospectus Supplement dated April 29, 2021, as filed with the Commission on April 30, 2021.

The Underwriting Agreement contains customary representations, covenants and indemnification provisions.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The above description of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report.


1.1  Underwriting Agreement, dated April 29, 2021, between Dana Incorporated and Citigroup Global Markets Inc., as representative of the several underwriters named therein.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.


Date: May 4, 2021  By: 

/s/ Douglas H. Liedberg

  Name: Douglas H. Liedberg
  Title: Senior Vice President, General Counsel and Secretary