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Get filing alertsDana to merge with Eaton's Mobility business in $5.1B Reverse Morris Trust deal
Filed June 11, 2026 · Period ending June 11, 2026 · ~2 min read
Key Changes
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Dana will combine with Eaton's Vehicle and eMobility segments in a Reverse Morris Trust valued at $5.1B enterprise value. Eaton shareholders will own ≥50.1% and Dana shareholders ~49.9% of the combined company, which will have ~$11B in pro forma 2026 sales.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Eaton will receive ~$1.1B cash at closing, funded by new Dana debt. Pro forma net leverage is estimated at ~1.2x on a fully synergized basis, and Dana expects to maintain its current credit rating.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Dana expects $250M in annual run-rate cost synergies within 24 months, driven by reduced corporate functions, procurement savings, and manufacturing optimization. Pro forma 2026 adjusted EBITDA is projected at ~$1.7B with ~15% margin.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Dana raised its 2030 targets to $14-$15B in sales (from ~$10B), ~18% adjusted EBITDA margin (from 14%-15%), and 8%-9% adjusted free cash flow margin (from 6%).
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Transaction requires Dana shareholder approval and regulatory clearances. Expected to close in Q1 2027 and be tax-free to both Dana and Eaton shareholders for U.S. federal income tax purposes.
Item 7.01 — Regulation FD Disclosure verify on EDGAR →
Summary
Dana announced a transformative merger with Eaton's Mobility business (Vehicle and eMobility segments) in a Reverse Morris Trust transaction valued at $5.1 billion enterprise value. The deal will create a powertrain and electrification leader with approximately $11 billion in pro forma 2026 sales and $1.7 billion in adjusted EBITDA.
Eaton shareholders will own at least 50.1% of the combined entity at close, with Dana shareholders holding approximately 49.9%, though Dana will retain board control with eight current directors plus three Eaton designees. The transaction includes approximately $1.1 billion in cash to Eaton at closing, funded through new debt.
Despite this borrowing, Dana projects pro forma net leverage of approximately 1.2x on a fully synergized basis and expects to maintain its current credit rating. Management forecasts $250 million in annual run-rate cost synergies within 24 months through corporate consolidation, procurement scale, and operational efficiencies. Dana significantly raised its 2030 financial targets following the announcement: sales of $14-$15 billion (up from approximately $10 billion), adjusted EBITDA margin of approximately 18% (up from 14%-15%), and adjusted free cash flow margin of 8%-9% (up from 6%). The transaction requires Dana shareholder approval and regulatory clearances, with closing expected in the first quarter of 2027. The deal is structured to be tax-free to both sets of shareholders for U.S. federal income tax purposes.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Dana announced a proposed combination with Eaton's Vehicle and eMobility business segments via press release and investor presentation.
Added in current filing · verify on EDGAR →
On June 11, 2026, Dana Incorporated, a Delaware corporation (“Dana”), issued a press release announcing the proposed combination (the “Proposed Combination”) of Dana and the Vehicle and eMobility business segments of Eaton Corporation plc, an Irish public limited company (“Eaton”).
Dana disclosed a proposed combination with Eaton's Vehicle and eMobility business segments. The transaction structure involves SpinCo (Mobility (USA) Corporation), which will hold Eaton's Vehicle and eMobility businesses. The filing indicates this will involve an exchange offer by Eaton and a merger requiring Dana stockholder approval, though specific financial terms are not disclosed in this 8-K.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer to exchange”). Eaton may also file with the Securities and Exchange Commission (the “SEC”) a tender offer statement (the “Schedule TO”) with respect to the offer by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”).
The transaction will involve multiple steps: Eaton will spin off its Vehicle and eMobility businesses into SpinCo, then offer Eaton shareholders the opportunity to exchange their Eaton shares for SpinCo shares. SpinCo will then merge with Dana, requiring Dana stockholder approval via proxy vote. The complex structure requires multiple SEC filings including registration statements and proxy materials.
Added in current filing · verify on EDGAR →
The press release also announced that Dana will be hosting a conference call and webcast at 8:30 a.m., Eastern Time, on June 11, 2026, to discuss the Proposed Combination. The presentation to be used during the conference call and webcast is attached hereto as Exhibit 99.2.
Dana scheduled an investor conference call and webcast for the same day as the announcement to discuss the proposed combination. The presentation materials were furnished with this 8-K as Exhibit 99.2.
Added in current filing · verify on EDGAR →
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies
Dana disclosed standard merger-related risks including the possibility the transaction may not close due to failure to obtain stockholder or regulatory approvals, integration difficulties, and uncertainty around realizing anticipated synergies and financial benefits. The filing references estimated combined EBITDA, revenue, and cost synergies but does not quantify these figures in the 8-K itself.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
Dana and Eaton Mobility to combine via a Reverse Morris Trust (RMT) transaction § Eaton Mobility valued at ~$5.1B enterprise value ... § Pro forma ownership ~50.1% Eaton shareholders and ~49.9% Dana shareholders ... § Combined company implied enterprise value of over $10B
Dana announced a transformative combination with Eaton's Mobility Group through a Reverse Morris Trust structure. Eaton Mobility is valued at approximately $5.1 billion enterprise value. Upon closing, Eaton shareholders will own approximately 50.1% and Dana shareholders approximately 49.9% of the combined entity, which will have an implied enterprise value exceeding $10 billion. The transaction is intended to be tax-free for U.S. income tax purposes for both Dana and Eaton shareholders.
Added in current filing · view on EDGAR →
§ R. Bruce McDonald will serve as Executive Chairman, Byron Foster as Chief Executive Officer, (both effective July 1), Timothy Kraus remains Chief Financial Officer and Erin Rowse from Eaton will serve as Chief Human ... Resources Officer effective at closing ... § Board of Directors to be composed of current Dana Board (8 members) and 3 Eaton nominees
R. Bruce McDonald will serve as Executive Chairman and Byron Foster as Chief Executive Officer, both effective July 1, 2026. Timothy Kraus will remain Chief Financial Officer, and Erin Rowse from Eaton will serve as Chief Human Resources Officer effective at closing. The Board of Directors will consist of the current Dana Board (8 members) and 3 Eaton nominees.
Event · Exhibit 99.1
Added in current filing · verify on EDGAR →
Dana Incorporated ... (NYSE: DAN) today announced it has entered into a definitive agreement with Eaton Corporation plc (NYSE: ETN) to combine with Eaton’s Mobility business in a transaction valued at approximately $5.1 billion, representing approximately 8.3x estimated 2026 pro forma adjusted EBITDA before synergies, or approximately 5.9x including run-rate synergies. The transaction ... is structured as a Reverse Morris Trust with Eaton shareholders owning at least 50.1% and Dana shareholders owning approximately 49.9% of the combined company at close. Under the terms of the agreement, Eaton will receive a cash distribution of approximately $1.1 billion (subject to adjustments for cash and indebtedness).
Dana will merge with Eaton's Mobility business in a Reverse Morris Trust transaction valued at $5.1 billion. Eaton shareholders will own at least 50.1% of the combined company at close, with Dana shareholders owning approximately 49.9%. Eaton will receive approximately $1.1 billion in cash at closing. The combined company is expected to have approximately $11 billion in sales and approximately $1.7 billion adjusted EBITDA on a pro forma 2026 basis.
Added in current filing · view on EDGAR →
Dana’s Chairman, R. Bruce McDonald, will serve as Executive Chairman of the combined company with responsibility for integration and synergy realization, and Byron Foster will serve as Chief Executive Officer, with both assuming their roles on July 1, 2026. Timothy Kraus will continue as Chief Financial Officer, and Eaton’s Erin Rowse, Senior Vice President Human Resources, Industrial, will serve as Chief Human Resources Officer at closing. The broader leadership team will include executives from both organizations. The combined company’s Board of Directors will be comprised of all the members of Dana’s Board of Directors and three Eaton designees.
R. Bruce McDonald will serve as Executive Chairman focused on integration, Byron Foster as CEO, and Timothy Kraus will continue as CFO, all effective July 1, 2026. Eaton's Erin Rowse will join as Chief Human Resources Officer at closing. The board will include all current Dana directors plus three Eaton designees, giving Dana board control despite Eaton's majority equity ownership.
Added in current filing · view on EDGAR → · paraphrased
The transaction is expected to deliver $250 million in annual run-rate synergies within 24 months following closing, driven by reduced structural costs, purchasing scale, manufacturing optimization, and engineering efficiencies. ... With the addition of Eaton Mobility, we are now targeting $14 to $15 billion in sales, approximately 18% adjusted EBITDA margins, and an 8%-9% adjusted free cash flow margin by 2030.
Dana expects to achieve $250 million in annual run-rate synergies within 24 months after closing through cost reductions, purchasing scale, and operational efficiencies. The company has raised its 2030 targets to $14-$15 billion in sales (from approximately $10 billion previously), approximately 18% adjusted EBITDA margins (from 14%-15%), and 8%-9% adjusted free cash flow margin (from 6%).
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 13, 2026 · How we verify