UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2014
Dana Holding Corporation
(Exact name of registrant as specified in its charter)
| 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)
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)) |
| Item 7.01. | Regulation FD Disclosure |
As of December 4, 2014, holders of approximately $344 million aggregate principal amount of the 6.500% Notes due 2019 issued by Dana Holding Corporation (“Dana”) had tendered their notes in Dana’s previously announced cash tender offer for up to $360 million aggregate principal amount of the notes, constituting approximately 86% of the total outstanding notes.
| Item 8.01. | Other Events. |
On December 4, 2014, Dana announced that it priced $425 million aggregate principal amount of its 5.500% Senior Notes due 2024 at an issue price of 100%.
Dana issued a news release in connection with the pricing of the offering, a copy of which is attached to this report as Exhibit 99.1 and 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 | |
| 99.1 | Dana Holding Corporation News Release dated December 4, 2014. | |
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 HOLDING CORPORATION | ||||||
| Date: December 4, 2014 | By: | /s/ Marc S. Levin | ||||
| Name: | Marc S. Levin | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Dana Holding Corporation News Release dated December 4, 2014 | |