Business Context and Reporting Period
This Form 8-K filing by Dana Holding Corporation (Dana) reports the completion of a significant asset disposition. The report date is September 30, 2011, covering the closing of a transaction originally announced on July 28, 2011.
Key Financial Metrics
- Transaction Proceeds: $136 million in cash.
- Assets Divested: Dana's equity interests in GETRAG Corporation (49% interest) and GETRAG All Wheel Drive AB (25% effective interest).
- Financial Statements: Unaudited pro forma financial information regarding the divestiture is included as Exhibit 99.2.
Material Changes
The primary material change is the finalization of the divestiture of Dana's interests in the GETRAG entities. The transaction closed on September 30, 2011, pursuant to Purchase Agreements dated July 21, 2011, with GETRAG Getriebe- und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG and T. Hagenmeyer Industriebeteiligungsgesellschaft mbH.
Outlook and Management Commentary
The filing incorporates a press release (Exhibit 99.1) announcing the completion of the transaction. No specific forward-looking guidance, risk factors, or management commentary regarding future operations is provided within the text of this specific 8-K filing, other than the confirmation of the asset sale closure.
Investor Verification Checklist
- Review the Unaudited Pro Forma Financial Information (Exhibit 99.2) to understand the impact of the divestiture on Dana's consolidated financial position.
- Examine the Press Release (Exhibit 99.1) for additional context on the strategic rationale for the sale.
- Verify the terms of the divestiture in the Purchase Agreements filed as Exhibits 2.1 and 2.2.
- Confirm the receipt of the $136 million cash proceeds and its impact on liquidity.