MAUMEE, Ohio—Dana Holding Corp. said it has reached agreement with Centerbridge Capital Partners L.P. to repurchase all 2.5 million shares of Series A preferred stock for $22.50 per share, representing an aggregate price of about $472 million.
The buyback allows Dana to simplify its capital structure and reduce the number of fully diluted shares by about 10 percent. The company repurchased more than $103 million of common shares last October, bringing the total to $575 million of common and preferred shares bought back once the transaction is complete.
The Series A shares owned by Centerbridge will be retired upon completion of the transaction. In addition, Mark T. Gallogly and Brandt F. McKee, and Series A nominee Richard F. Wallman, will relinquish their seats on Dana's board of directors. Dana said it will begin a search to fill those vacancies.
Joseph C. Muscari, non-executive chairman of the Dana board and former chief financial officer of Alcoa Inc., will replace Wallman as chair of the audit committee of the board. Rothschild Inc. will serve as a financial adviser to Dana in this endeavor.
The company also announced that it is starting an offering of $600 million aggregate principal amount of senior unsecured notes due 2021 and 2023. Dana said it would use proceeds from the offering to repurchase all Series A preferred shares, fund the company's previously authorized share repurchase program, and for other general corporate purposes.