Dana enters definitive agreement with Eaton for Reverse Morris Trust merger with SpinCo

DANA Inc

Dana and Eaton signed definitive agreements on June 10, 2026 for a Reverse Morris Trust transaction involving Eaton's Vehicle and eMobility business.
Following distribution of SpinCo shares to Eaton shareholders, Merger Sub will merge with Dana, with Dana surviving as a wholly-owned subsidiary of SpinCo.
Former Eaton shareholders will own at least 50.1% and former Dana shareholders approximately 49.9% of SpinCo common stock on a fully diluted basis.
SpinCo will pay Eaton Ohio approximately $1.1 billion prior to distribution; Goldman Sachs committed a $2.6 billion bridge facility to Dana and SpinCo.
Transaction approved by both boards; completion requires Dana shareholder approval, regulatory clearances, and tax opinions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DANA Inc entered into Agreement and Plan of Merger with Eaton Corporation plc, Eaton Corporation, Mobility (USA) Corporation, Atlas Mobility Sub, Inc. (effective 2026-06-10).

Action: entry
Agreement: merger
Counterparty: Eaton Corporation plc, Eaton Corporation, Mobility (USA) Corporation, Atlas Mobility Sub, Inc.
Effective: 2026-06-10

Exact text from the filing

an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of June 10, 2026, by and among Eaton, Eaton Ohio, SpinCo, Merger Sub and Dana

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DANA Inc entered into Separation and Distribution Agreement with Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited Company, Mobility (USA) Corporation (effective 2026-06-10).

Action: entry
Agreement: supply
Counterparty: Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited Company, Mobility (USA) Corporation
Effective: 2026-06-10

Exact text from the filing

a Separation and Distribution Agreement (the “ Separation Agreement ”), dated as of June 10, 2026, by and among Eaton, Eaton Ohio, Eaton HoldCo, SpinCo and Dana

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-26-267630

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