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DAN > SEC Filings for DAN > Form 8-K on 12-Aug-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Other Events, Financial Statements

Item 1.01. Entry Into a Material Definitive Agreement.

On August 12, 2013, Dana Holding Corporation ("Dana") entered into an accelerated share repurchase agreement (the "ASR Agreement") with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association ("JPMorgan"), to repurchase Dana's common stock as part of Dana's existing share repurchase program.

Under the ASR Agreement, Dana will pay an initial purchase price of $200 million to JPMorgan, and will receive an initial delivery of approximately 7.3 million shares of Dana's common stock. The total number of shares to ultimately be purchased by Dana under the ASR Agreement will generally be based on the average of the daily volume-weighted average prices of Dana's common stock during the term of the ASR Agreement, less an agreed discount. Upon final settlement of the ASR Agreement, Dana may be entitled to receive additional shares of Dana's common stock from JPMorgan or, under certain circumstances specified in the ASR Agreement, Dana may be required to deliver shares or make a cash payment, at its option, to JPMorgan. The ASR Agreement is scheduled to expire in approximately four months, but may conclude earlier at JPMorgan's option, and may be terminated early upon the occurrence of certain events.

The foregoing description of the ASR Agreement is a summary and is qualified in its entirety by the terms of the ASR Agreement. A copy of the ASR Agreement will be filed as an exhibit to Dana's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Item 8.01. Other Events.

On August 12, 2013, Dana issued a press release announcing the ASR Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following items are filed with this report.

Exhibit No. Description

99.1 Press release dated August 12, 2013

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