DANA Inc 8-K

What Happened

• On June 10, 2026, DANA Inc. (Dana) filed an 8-K reporting it entered definitive agreements with Eaton Corporation plc and related parties to effect a Reverse Morris Trust transaction. Under the plan Eaton will transfer its Vehicle and eMobility business into a new public SpinCo, distribute SpinCo shares to Eaton shareholders (by spin-off or exchange offer), and immediately after the distribution Merger Sub will merge into Dana with Dana surviving as a wholly owned subsidiary of SpinCo (to be renamed “Dana Incorporated”).
• Each outstanding Dana share will convert into the right to receive one share of SpinCo common stock. After closing, former Eaton shareholders are expected to own at least ~50.1% and former Dana shareholders approximately ~49.9% on a fully diluted basis. The parties intend for the Distribution and Merger to be tax-free for U.S. federal income tax purposes.

Key Details

• Agreements signed: Separation & Distribution Agreement and Agreement & Plan of Merger (both dated June 10, 2026).
• Cash and financing: SpinCo will pay Eaton approximately $1.1 billion (subject to adjustments); Goldman Sachs committed $2.6 billion in 364‑day bridge financing to fund the SpinCo payment, refinance Dana debt and pay transaction costs (to be replaced by permanent financing).
• Governance & structure: Post-close SpinCo board will include all current Dana directors plus three Eaton designees (one Eaton executive and two Eaton directors).
• Timing and termination: Closing is subject to shareholder and regulatory approvals, tax opinions, NYSE listing approval and other conditions; the Merger Agreement includes a latest outside date of June 10, 2027 (with a possible three‑month extension) and a Dana termination fee of $158.7 million under certain conditions.

Why It Matters

• This is a material, strategic combination that restructures Eaton’s Vehicle & eMobility business into a standalone public company that will acquire Dana, creating a combined mobility business with a near-even ownership split between Eaton and Dana shareholders.
• Key risks and milestones for investors include required shareholder and regulatory approvals, completion of financing (bridge then permanent), satisfaction of tax conditions for tax-free treatment, and integration-related arrangements set out in multiple ancillary agreements (tax, employee, transition services, IP and real estate). These items will materially affect timing and final economics of the deal.