Obbligazione DANA Corporation 6.5% ( US235825AA45 ) in USD

DANA Corporation

100 USD ⇌

Stati Uniti

US235825AA45 ( in USD )

6.5% per anno ( pagato 2 volte l'anno)

15/02/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Dana Inc US235825AA45 in USD 6.5%, scaduta

2 000 USD

400 000 000 USD

235825AA4

NR

NR

Dana Incorporated è un'azienda globale leader nella progettazione, produzione e commercializzazione di sistemi di propulsione e gestione dell'energia per veicoli commerciali e passeggeri, oltre che per attrezzature industriali.

L'obbligazione di Dana Inc, primario fornitore globale di sistemi propulsivi e termici per l'industria automobilistica, identificata dai codici ISIN US235825AA45 e CUSIP 235825AA4, è stata emessa negli Stati Uniti per un importo totale di 400.000.000 USD, offrendo un tasso d'interesse del 6,5% con frequenza di pagamento semestrale e un importo minimo di acquisto di 2.000 USD, quotata al 100% del suo valore nominale, ha raggiunto la sua scadenza il 15 febbraio 2019 ed è stata integralmente rimborsata, non avendo ricevuto alcuna valutazione dalle agenzie di rating Standard & Poor's (S&P) e Moody's.

e424b5
Page 1 of 211
424B5 1 l41456ce424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 2 of 211
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-171826
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 24, 2011)

$750,000,000
Dana Holding Corporation

$400,000,000 6.500% Notes due 2019
$350,000,000 6.750% Notes due 2021

We are offering $400,000,000 aggregate principal amount of our 6.500% senior notes due 2019 (the "2019 notes") and $350,000,000 aggregate
principal amount of our 6.750% senior notes due 2021 (the "2021 notes," and together with the 2019 notes, the "notes"). Interest on the notes is
payable on February 15 and August 15 of each year, beginning on August 15, 2011. The 2019 notes will mature on February 15, 2019 and the 2021
notes will mature on February 15, 2021.

At any time on or after February 15, 2015, we may redeem some or all of the 2019 notes at specified redemption prices. At any time on or after
February 15, 2016, we may redeem some or all of the 2021 notes at specified redemption prices. In addition, prior to February 15, 2014, we may
redeem up to 35% of original aggregate principal amount of each series of notes from the proceeds of certain equity offerings at specified
redemption prices. The redemption prices are discussed under the caption "Description of the Notes -- Overview of the Notes -- Optional
Redemption." Prior to February 15, 2015, during any 12-month period, we may, at our option, redeem up to 10% of the aggregate principal amount
of the 2019 notes at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption
date. In addition, prior to February 15, 2016, during any 12-month period, we may, at our option, redeem up to 10% of the aggregate principal
amount of the 2021 notes at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to
the redemption date.

The notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness. Under certain
circumstances, holders of the notes will have the right to require us to repurchase all or any part of their notes at a repurchase price equal to 101% of
the principal amount of the notes, plus accrued and unpaid interest, if any, to but excluding the repurchase date. The notes will not be guaranteed by
any of our subsidiaries. The notes will be effectively subordinated to any of our secured indebtedness, to the extent of the assets securing such
indebtedness, and to all of the debt and other liabilities of our subsidiaries.

http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 3 of 211
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Per 2019 Note

Per 2021 Note

Total

Public Offering Price

100.000 %

100.000 %
$ 750,000,000
Underwriting Discount

2.000 %

2.000 %
$ 15,000,000
Proceeds to Dana Holding Corporation (before expenses)

98.000 %

98.000 %
$ 735,000,000

Interest on the notes will accrue from January 28, 2011 to the date of delivery.

The underwriters expect to deliver the notes to purchasers on or about January 28, 2011, only in book-entry form, through the facilities of The
Depository Trust Company.

Joint Book-Running Managers

Citi
Wells Fargo Securities BofA Merrill Lynch Barclays Capital

Deutsche Bank Securities
ING
UBS Investment Bank

January 25, 2011
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 4 of 211

You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying prospectus and any related free writing prospectus that is required to be filed with the Securities and Exchange
Commission, or the SEC. We have not, and the underwriters have not, authorized any other person to provide you with different
or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell these securities in any state or other jurisdiction where the offer and sale
is not permitted. You should assume that the information contained in or incorporated by reference into this prospectus
supplement, the accompanying prospectus and any such free writing prospectus is accurate only as of the date of the applicable
document.

TABLE OF CONTENTS

Page

Prospectus Supplement

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Incorporation by Reference
S-iii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-12
Use of Proceeds
S-21
Capitalization
S-22
Description of Other Indebtedness
S-23
Description of the Notes
S-24
Certain United States Federal Income Tax Considerations
S-66
Underwriting
S-71
Legal Matters
S-74
Experts
S-74

Prospectus

About This Prospectus

1
Dana Holding Corporation

2
Forward-Looking Statements

2
Risk Factors

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Capital Stock

4
Description of the Debt Securities

8
Description of the Depositary Shares
18
Description of the Warrants
21
Description of the Rights
22
Description of the Purchase Contracts
23
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 5 of 211
Description of the Units
23
Plan of Distribution
24
Legal Matters
26
Experts
26
Where You Can Find More Information
27
Incorporation by Reference
27

S-i
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 6 of 211
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of
notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which
may not apply to this offering.

To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the
accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you
should rely on the information in this prospectus supplement.

This prospectus supplement includes references to Adjusted EBITDA, which is defined as earnings before interest, taxes,
depreciation, amortization, non-cash equity grant expense, restructuring expense and other nonrecurring items (such as gain/loss on debt
extinguishment or divestitures, impairment and the like). Adjusted EBITDA is the measure currently being used by Dana as the primary
measure of our reportable operating segment performance. Adjusted EBITDA was selected as the primary measure for operating segment
performance as well as a relevant measure of our overall performance given the enhanced comparability and usefulness of this measure
after application of fresh start accounting. The most significant impact to our ongoing results of operations as a result of applying fresh
start accounting was higher depreciation and amortization. By using Adjusted EBITDA, which excludes, among other things, depreciation
and amortization, we believe that the comparability of results is enhanced. Management also believes that Adjusted EBITDA is an
important measure since the financial covenants of our primary debt agreements are based on Adjusted EBITDA. This prospectus
supplement also includes references to free cash flow, which we define as cash provided by operations, exclusive of any bankruptcy claim-
related payments, less capital spending. We believe that free cash flow is useful in evaluating our operational cash flow inclusive of the
spending required to maintain the operations. Adjusted EBITDA and free cash flow differ from financial measures calculated in
accordance with U.S. generally accepted accounting principles, or GAAP. Because these are non-GAAP measures, Adjusted EBITDA and
free cash flow should not be considered a substitute for reported results prepared in accordance with GAAP.

In this prospectus supplement, the terms "Dana," "we," "us" and "our" refer to Dana Holding Corporation, unless the context requires
otherwise.

WHERE YOU CAN FIND MORE INFORMATION

As required by the Securities Act of 1933, as amended, we filed a registration statement relating to the securities that may be offered
pursuant to the accompanying prospectus with the SEC. The prospectus is a part of that registration statement, which includes additional
information.

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange
Act of 1934, as amended. These filings are available to the public on the SEC's website at www.sec.gov. You may also read and copy any
document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. We maintain a website at www.dana.com where our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon
as reasonably practicable after those reports are filed with or furnished to the SEC. The Standards of Business Conduct for Employees and
the Standards of Business Conduct for the board of directors adopted by us are also available on our website and are available in print to
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 7 of 211
any stockholder who requests them. Such requests should be made in writing to the Corporate Secretary at Dana Holding
Corporation, 3939 Technology Drive, Maumee, Ohio 43537.

S-ii
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 8 of 211
Table of Contents

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
prospectus supplement, and information that we file later with the SEC will automatically update and supersede information in this
prospectus supplement. The following documents have been filed by us with the SEC and are incorporated by reference into this
prospectus supplement:

· Our Annual Report on Form 10-K for the year ended December 31, 2009 (filed on February 24, 2010), including portions of our
Proxy Statement for the 2010 annual meeting of stockholders (filed on March 26, 2010) to the extent specifically incorporated by
reference therein;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 (filed on April 29, 2010); June 30, 2010 (filed on
July 29, 2010) and September 30, 2010 (filed on October 28, 2010); and

· Our Current Reports on Form 8-K filed on March 18, 2010; April 30, 2010; May 18, 2010; November 5, 2010; December 20,
2010; January 12, 2011; January 21, 2011 and January 24, 2011 (with the exception of any information contained in such
documents which has been "furnished" under Item 2.02 and/or Item 7.01 of Form 8-K, which information is not deemed "filed"
and which is not incorporated by reference into this prospectus).

All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC
rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, from the date of this
prospectus supplement until the termination of the offering under this prospectus supplement shall be deemed to be incorporated in this
prospectus supplement and the accompanying prospectus by reference. Any statement contained in any document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement and the
accompanying prospectus to the extent that a statement contained in or omitted from this prospectus supplement or the accompanying
prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement or the accompanying prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference include forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral
communications from time to time that contain such statements. All statements regarding our expected financial position, strategies and
growth prospects and general economic conditions we expect to exist in the future are forward-looking statements. The words
"anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target,"
"mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend,"
"objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could,"
"might," "can," "may" or similar expressions, as they relate to us or our management, are intended to identify forward-looking statements.

We caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. A
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 9 of 211
forward-looking statement speaks only as of the date the statement is made, and we do not undertake to update forward-looking
statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual
results could differ materially from those anticipated in forward-looking statements and future results could differ materially from
historical performance. Among other factors, the risk factors mentioned elsewhere in this prospectus supplement or previously disclosed in
our SEC reports (accessible on the SEC's website at www.sec.gov or on our website at www.dana.com) could cause actual results to differ
materially from forward-looking statements and from historical performance. We do not have any intention or obligation to update
forward-looking statements after we distribute the prospectus or any prospectus supplement.

S-iii
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011

e424b5
Page 10 of 211
Table of Contents
All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us.

We assume no obligation to update any forward-looking statements as a result of new information, future events or developments,
except as required by federal securities laws. In addition, it is our policy generally not to make any specific projections as to future
earnings, and we do not endorse any projections regarding future performance that may be made by third parties.

S-iv
http://www.sec.gov/Archives/edgar/data/26780/000095012311005622/l41456ce424b5.htm
1/27/2011