4th
September 2007 - Dana Corporation Files Plan of Reorganization
Plan
Positions Dana to Emerge From Chapter 11 with Strong Balance Sheet
Dana
Corporation announced on 31 August 2007 that the company and its debtor
subsidiaries have submitted a proposed Plan of Reorganization and
related Disclosure Statement to the United States Bankruptcy Court for
the Southern District of New York.
The Plan of
Reorganization outlines how Dana proposes to emerge from Chapter 11,
including the proposed treatment of creditors and equity holders. The
Plan contemplates an investment of up to $750 million in new convertible
preferred stock in the reorganized Dana. The Disclosure Statement
contains a discussion of the issues that led to the Chapter 11 filing, a
description of the Plan provisions, and an analysis of the Plan's
feasibility. With this filing, Dana is one step closer to achieving its
goal of emerging from Chapter 11 protection by the end of this year.
Dana
Chairman and Chief Executive Officer Mike Burns said, "When we entered
Chapter 11 in March 2006, we committed to fixing our business
comprehensively -- financially and operationally -- and to implementing
fundamental change, not simply incremental improvement. As detailed in
our Disclosure Statement, Dana has made substantial progress in
addressing our challenges and building a sustainable business that is
well positioned to compete in a challenging global environment. We are
on track to emerge as a stronger, financially stable company that is
equipped to make significant investments in our programs and to continue
providing innovative products of the highest quality to our customers
worldwide.
"This has
been a very difficult period for all of our constituencies, including
our people -- both current and retired -- and our customers and
suppliers," he said. "I'd like to thank them for their perseverance to
date, which has enabled us to negotiate and begin to implement critical,
enduring solutions to our most serious challenges. We look forward to
continued productive working relationships as we move through the plan
negotiation and approval process."
In November
2006, Dana outlined five goals that it would address during its
reorganization, identifying the key areas where it hoped to achieve a
total of $405 million to $540 million in combined annual cost and margin
improvement.
As outlined
in the Disclosure Statement, Dana has worked to achieve product
profitability by:
In total,
since entering bankruptcy on March 3, 2006, Dana and its constituents
have identified, agreed upon, and won court approval for actions that
are expected to result in a total of between approximately $440 million
and $475 million in annual savings when fully implemented.
Dana has
also completed several strategic initiatives to realign and focus its
business. These include the sale of its trailer axle business;
divestiture of its Engine Products group; the sale of its interest in
GETRAG GmbH & Cie KG, a German automotive components supplier; the
divestiture of its Fluid Products Hose and Tubing business; and the
pending sale of its Fluid Products Coupled Products business. Strategic
initiatives undertaken include the acquisition in 2006 of sole ownership
of certain operations in Mexico that are integral to the company's
long-term business plans, making the initial investment in a joint
venture with China's Dongfeng Motor Co. Ltd., resolving the company's
U.K. pension liability issues, and entering into a $225 million European
financing agreement. In addition, the company negotiated a settlement
and new supply contract with Sypris Technologies, Inc.
Next Steps
In Reorganization Process
In the near
future, the Court will conduct a hearing to consider whether the
Disclosure Statement, as filed or as it may be amended, contains
adequate information for creditors and equity holders who are entitled
to vote on the Plan to decide whether to accept the Plan. As part of
this process, the Plan and Disclosure Statement may be materially
modified before the Disclosure Statement is approved. Once approved,
the Disclosure Statement and Plan will be sent to claim holders and
equity holders who are entitled to vote on the Plan. Following the
voting period, the Bankruptcy Court will hold a hearing to consider
confirmation of the Plan. Confirmation of the Plan would pave the way
for Dana's emergence from Chapter 11.
Dana's Plan
and Disclosure Statement are available at
http://dana.bmcgroup.com/.
About Dana
Corporation
Dana is a
world leader in the supply of axles; driveshafts; and structural,
sealing, and thermal management products; as well as genuine service
parts.
The
company's customer base includes virtually every major vehicle and
engine manufacturer in the global automotive, commercial vehicle, and
off-highway markets, which collectively produce more than 65 million
vehicles annually.
Based in
Toledo, Ohio, the company's continuing operations employ approximately
40,000 people in 28 countries and reported 2006 sales of $8.5 billion,
with more than half of this revenue derived from outside the United
States. For more information, please visit:
http://www.dana.com/.
Forward-Looking Statements
Certain
statements and projections contained in the Plan of Reorganization
and/or the Disclosure Statement (and their exhibits) are, by their
nature, forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements and
projections are subject to uncertainties relating to the debtors'
operations and business environment and a number of other risks,
uncertainties and assumptions (including, but not limited to, those
discussed in Section XIV of the Disclosure Statement, "Certain Risk
Factors to be Considered") which are difficult to predict and which are,
in many cases, beyond the debtors' control. In light of these risks and
uncertainties, the events and circumstances described in the
forward-looking statements and projections in the Plan and/or the
Disclosure Statement may not occur and the debtors' actual financial
results could differ materially from those expressed or implied in such
forward-looking statements and projections. Dana does not undertake to
publicly update or revise any forward-looking statements or projections
contained in the Plan and/or the Disclosure Statement, whether as a
result of new information, future events, or otherwise.
The Plan of
Reorganization and the Disclosure Statement are preliminary only and
subject to material modifications, including, as a result of the
Court-approved Alternative Proposal Procedures, the potential for the
acceptance of an alternative investment proposal. There is no assurance
as to what claims or interests will be satisfied, and in what manner,
under the debtors' plan of reorganization as ultimately confirmed by the
Bankruptcy Court. Investors should exercise appropriate caution with
respect to existing and future investments in any of the debtors'
liabilities and/or securities and should not rely on the current Plan
and Disclosure Statement in making any investment decision.
Source: Dana Corporation Press
Release