UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
DANA HOLDING CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
235825 20 5
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(CUSIP Number)
Mr. Jeffrey A. Gelfand
Centerbridge Capital Partners, L.P.
375 Park Avenue
12th Floor
New York, NY 10152
(212) 672-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jeffrey R. Poss, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 1, 2008
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 21
SCHEDULE 13D
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CUSIP No. 235825 20 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Centerbridge Capital Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
17,897,127 (1)
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
17,897,127 (1)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,897,127 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.31% (2)
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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(1) Represents shares of common stock issuable upon conversion of 2,360,631
shares of Series A Convertible Preferred Stock convertible beginning on July 31,
2008 for the number of Shares obtained by dividing the aggregate liquidation
preference of such shares ($100 per share) by the then-effective conversion
price. The initial conversion price is $13.19, subject to certain adjustments
contained in the Issuer's Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock
included as Exhibit A to the Issuer's Restated Certificate of Incorporation.
(2) Calculated based upon 98,979,254 shares of common stock outstanding as of
May 1, 2008, as disclosed in the issuer's quarterly report on Form 10-Q for the
quarter ended March 31, 2008. Assumes that all shares of Series A Convertible
Preferred Stock beneficially owned by the reporting person are converted and
added to the total number of shares of common stock then outstanding.
Page 2 of 21
SCHEDULE 13D
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CUSIP No. 235825 20 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Centerbridge Associates, L.P. I.R.S. #
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
18,953,753 (3)
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
18,953,753 (3)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,953,753 (3)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.07% (4)
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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(3) Represents shares of common stock issuable upon conversion of 2,500,000
shares of Series A Convertible Preferred Stock convertible beginning on July 31,
2008 for the number of Shares obtained by dividing the aggregate liquidation
preference of such shares ($100 per share) by the then-effective conversion
price. The initial conversion price is $13.19, subject to certain adjustments
contained in the Issuer's Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock
included as Exhibit A to the Issuer's Restated Certificate of Incorporation. Of
such 2,500,000 shares of Series A Convertible Preferred Stock, 2,360,631 are
held by Centerbridge Capital Partners, L.P, 83,810 are held by Centerbridge
Capital Partners Strategic, L.P., 50,559 are held by Centerbridge Capital
Partners SBS, L.P. and 5,000 are held by Centerbridge Capital Partners B
Co-Investment, L.P. Centerbridge Associates, L.P. is the general partner of
Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic,
L.P., Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners
B Co-Investment, L.P.
(4) Calculated based upon 98,979,254 shares of common stock outstanding as of
May 1, 2008, as disclosed in the issuer's quarterly report on Form 10-Q for the
quarter ended March 31, 2008. Assumes that all shares of Series A Convertible
Preferred Stock beneficially owned by the reporting person are converted and
added to the total number of shares of common stock then outstanding.
Page 3 of 21
SCHEDULE 13D
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CUSIP No. 235825 20 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Centerbridge GP Investors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
18,953,753 (5)
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
18,953,753 (5)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,953,753 (5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.07% (6)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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(5) Represents shares of common stock issuable upon conversion of 2,500,000
shares of Series A Convertible Preferred Stock convertible beginning on July 31,
2008 for the number of Shares obtained by dividing the aggregate liquidation
preference of such shares ($100 per share) by the then-effective conversion
price. The initial conversion price is $13.19, subject to certain adjustments
contained in the Issuer's Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock
included as Exhibit A to the Issuer's Restated Certificate of Incorporation. Of
such 2,500,000 shares of Series A Convertible Preferred Stock, 2,360,631 are
held by Centerbridge Capital Partners, L.P, 83,810 are held by Centerbridge
Capital Partners Strategic, L.P., 50,559 are held by Centerbridge Capital
Partners SBS, L.P. and 5,000 are held by Centerbridge Capital Partners B
Co-Investment, L.P. Centerbridge Associates, L.P. is the general partner of
Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic,
L.P., Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners
B Co-Investment, L.P. Centerbridge GP Investors, LLC is the general partner of
Centerbridge Associates, L.P.
(6) Calculated based upon 98,979,254 shares of common stock outstanding as of
May 1, 2008, as disclosed in the issuer's quarterly report on Form 10-Q for the
quarter ended March 31, 2008. Assumes that all shares of Series A Convertible
Preferred Stock beneficially owned by the reporting person are converted and
added to the total number of shares of common stock then outstanding.
Page 4 of 21
SCHEDULE 13D
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CUSIP No. 235825 20 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Mark T. Gallogly
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
18,953,753 (7)
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
18,953,753 (7)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,953,753 (7)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.07% (8)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(7) Represents shares of common stock issuable upon conversion of 2,500,000
shares of Series A Convertible Preferred Stock convertible beginning on July 31,
2008 for the number of Shares obtained by dividing the aggregate liquidation
preference of such shares ($100 per share) by the then-effective conversion
price. The initial conversion price is $13.19, subject to certain adjustments
contained in the Issuer's Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock
included as Exhibit A to the Issuer's Restated Certificate of Incorporation. Of
such 2,500,000 shares of Series A Convertible Preferred Stock, 2,360,631 are
held by Centerbridge Capital Partners, L.P, 83,810 are held by Centerbridge
Capital Partners Strategic, L.P., 50,559 are held by Centerbridge Capital
Partners SBS, L.P. and 5,000 are held by Centerbridge Capital Partners B
Co-Investment, L.P. Centerbridge Associates, L.P. is the general partner of
Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic,
L.P. , Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners
B Co-Investment, L.P. Centerbridge GP Investors, LLC is the general partner of
Centerbridge Associates, L.P. Mr. Gallogly is a managing member of Centerbridge
GP Investors, LLC. Mr. Gallogly disclaims beneficial ownership of all 2,500,000
shares and this Schedule 13D shall not be construed as an admission that he is,
for any or all purposes, the beneficial owner of the securities covered by this
Schedule 13D.
(8) Calculated based upon 98,979,254 shares of common stock outstanding as of
May 1, 2008, as disclosed in the issuer's quarterly report on Form 10-Q for the
quarter ended March 31, 2008. Assumes that all shares of Series A Convertible
Preferred Stock beneficially owned by the reporting person are converted and
added to the total number of shares of common stock then outstanding.
Page 5 of 21
SCHEDULE 13D
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CUSIP No. 235825 20 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Jeffrey Aronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
18,953,753 (9)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
18,953,753 (9)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,953,753 (9)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.07% (10)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(9) Represents shares of common stock issuable upon conversion of 2,500,000
shares of Series A Convertible Preferred Stock convertible beginning on July 31,
2008 for the number of Shares obtained by dividing the aggregate liquidation
preference of such shares ($100 per share) by the then-effective conversion
price. The initial conversion price is $13.19, subject to certain adjustments
contained in the Issuer's Certificate of Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock
included as Exhibit A to the Issuer's Restated Certificate of Incorporation. Of
such 2,500,000 shares of Series A Convertible Preferred Stock, 2,360,631 are
held by Centerbridge Capital Partners, L.P, 83,810 are held by Centerbridge
Capital Partners Strategic, L.P., 50,559 are held by Centerbridge Capital
Partners SBS, L.P. and 5,000 are held by Centerbridge Capital Partners B
Co-Investment, L.P. Centerbridge Associates, L.P. is the general partner of
Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic,
L.P. , Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners
B Co-Investment, L.P. Centerbridge GP Investors, LLC is the general partner of
Centerbridge Associates, L.P. Mr. Aronson is a managing member of Centerbridge
GP Investors, LLC. Mr. Aronson disclaims beneficial ownership of all 2,500,000
shares and this Schedule 13D shall not be construed as an admission that he is,
for any or all purposes, the beneficial owner of the securities covered by this
Schedule 13D.
(10) Calculated based upon 98,979,254 shares of common stock outstanding as of
May 1, 2008, as disclosed in the issuer's quarterly report on Form 10-Q for the
quarter ended March 31, 2008. Assumes that all shares of Series A Convertible
Preferred Stock beneficially owned by the reporting person are converted and
added to the total number of shares of common stock then outstanding.
Page 6 of 21
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Schedule 13D") relates to shares of
common stock, par value $0.01 per share (the "Shares"), of Dana Holding
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 4500 Dorr Street, Toledo, Ohio, 43615.
The information set forth in the Exhibits to this Schedule 13D is hereby
expressly incorporated herein by reference, and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
Item 2. Identity and Background.
The person filing this statement is Centerbridge Capital Partners, L.P.
("Partners"). Partners is filing this Schedule 13D on behalf of itself, its
general partner, Centerbridge Associates, L.P. ("Associates"), Associates'
general partner, Centerbridge GP Investors, LLC ("Investors") and the managing
members of Investors, Mark T. Gallogly and Jeffrey Aronson (collectively, the
"Reporting Persons"). The agreement among the Reporting Persons to file this
Statement jointly in accordance with Rule 13d-1(k) of the Act is filed herewith
as Exhibit 1. The business address of each Reporting Person is 375 Park Avenue,
12th Floor, New York, New York 10152.
None of the Reporting Persons has ever been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor been a
party to any civil proceeding commenced before a judicial or administrative body
of competent jurisdiction as a result of which it or he was or is now subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Messrs. Gallogly and Aronson are United States citizens.
Page 7 of 21
Item 3. Source and Amount of Funds or Other Consideration.
All of the funds used to purchase the shares of Series A Convertible
Preferred Stock described in this Schedule 13D came from the working capital of
the Reporting Persons.
Item 4. Purpose of Transaction.
On January 31, 2008 (the "Effective Date"), Dana Corporation ("Prior
Dana"), together with certain of its affiliates (each, a "Debtor" and
collectively, the "Debtors") consummated the transactions contemplated by the
Debtors' Third Amended Joint and Consolidated Plan of Reorganization, dated
October 23, 2007 (as it has been amended, modified, and supplemented, the
"Plan"), under chapter 11 of the Bankruptcy Code (the "Code"), as confirmed by
the order of the United States Bankruptcy Court for the Southern District of New
York on December 26, 2007. For detailed information regarding the Plan,
reference is made to Item 1.03 of Prior Dana's Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 27, 2007. The Issuer is
the successor registrant to Prior Dana pursuant to Rule 12g-3 under the Act.
Pursuant to the Plan, the Issuer issued 2,500,000 shares of its Series A
Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and
5,400,000 shares of its Series B Preferred Stock, par value $0.01 per share (the
"Series B Preferred Stock" and together with the Series A Preferred Stock, the
"Preferred Stock") on the Effective Date. Pursuant to an Investment Agreement
among the Issuer, CBP Parts Acquisition Co. LLC, a Delaware limited liability
company ("CBP"), and Partners dated July 26, 2007, as assigned in part to
Centerbridge Capital Partners Strategic, L.P. ("Strategic") and Centerbridge
Capital Partners SBS, L.P. ("SBS" and, together with Partners and Strategic, the
"Purchasers") by an Assignment and Assumption Agreement by and among
Page 8 of 21
CBP and the Purchasers dated September 10, 2007, and as amended by the First
Amendment to Investment Agreement among the Purchasers and the Issuer dated
December 7, 2007 (the "Investment Agreement"), the 2,500,000 shares of the
Series A Preferred Stock were issued to the Purchasers as follows:
o 2,363,621 were purchased by Partners;
o 83,917 were purchased by Strategic; and
o 52,462 were purchased by SBS
for an aggregate purchase price of $250 million, less a commitment fee of $2.5
million and expense reimbursement of $5 million, resulting in net proceeds to
the Issuer of $242.5 million. On February 6, 2008, Partners, Strategic and SBS
sold 2,990 shares, 107 shares and 1,903 shares, respectively, to Centerbridge
Capital Partners B Co-Investment, L.P. ("B Co-Investment"). The shares of Series
A Preferred Stock are convertible into Shares beginning on July 31, 2008 for the
number of Shares obtained by dividing the aggregate liquidation preference of
such shares ($100 per share) by the then-effective conversion price. The initial
conversion price is $13.19, subject to certain adjustments contained in the
Issuer's Certificate of Designation of 4.0% Series A Convertible Preferred Stock
and 4.0% Series B Convertible Preferred Stock included as Exhibit A to the
Issuer's Restated Certificate of Incorporation (the "Preferred Terms"). In
addition, in the event that the per share closing sales price of the Shares
exceeds the mandatory conversion trigger price in effect, as determined at that
time, for at least 20 consecutive trading days beginning on or after the fifth
anniversary of the Effective Date, the Issuer will be able to cause the
conversion of all, but not less than all, of the Preferred Stock.
Initial Board Rights
Page 9 of 21
Pursuant to the Plan and Investment Agreement, the initial Board of
Directors of the Issuer was set at nine members, to be selected as follows:
o four Directors chosen by Partners, one of whom is required to be
independent of the Issuer in accordance with the standards of the
New York Stock Exchange ("NYSE") and one of whom is required to
be independent of Partners in accordance with such standards,
determined as if they were directors of Partners and Partners was
a company whose securities are listed on the NYSE;
o three Directors chosen by the official committee of the unsecured
creditors (the "Creditors' Committee"), each of whom must be
NYSE-independent of the Issuer;
o one Director, who must be NYSE-independent of the Issuer, chosen
by the Creditors' Committee from a list of three candidates
provided by Partners; provided, however, if none of the
candidates on the list were reasonably satisfactory to the
Creditors' Committee, Partners would select the names of
additional candidates until the name of a candidate reasonably
satisfactory to the Creditors' Committee was selected and, at any
time during that process, the Creditors' Committee was permitted
to offer its own list, which would be subject to the same
process; and
o the Chief Executive Officer of Prior Dana.
On the Effective Date and pursuant to the Plan, the following individuals were
appointed members of the Issuer's Board of Directors: Michael J. Burns, Gary L.
Convis, John M. Devine, Mark T. Gallogly, Richard A. Gephardt, Stephen J.
Girsky, Terrence J. Keating, Mark A. Schulz and Jerome B. York. Messrs. Devine,
Gallogly, Girsky and Schulz were selected to be Directors of the Company by
Partners, and Messrs. Gephardt, Keating and York were selected by the Creditors'
Committee. Mr. Convis was selected jointly by Partners and the Creditors'
Committee. Mr. Burns resigned as Chairman, Chief Executive Officer, director and
from all positions held with the Company and its subsidiaries, as of the close
of business on the Effective Date. Mr. Devine served as Executive Chairman and
Acting Chief Executive Officer from the Effective Date through April 2008. On
Page 10 of 21
April 16, 2008, Mr. Convis was appointed Chief Executive Officer and President.
Mr. Devine remains Executive Chairman.
The Investment Agreement is filed herewith as Exhibits 2, 2.1 and 2.2. The
foregoing description of the Investment Agreement is qualified in its entirety
by reference to the full text of such document, which is incorporated herein by
reference.
Material Preferred Stock Terms
The Preferred Stock will be entitled to dividends at an annual rate of 4%,
payable quarterly in cash. The shares will have equal voting rights and will
vote together as a single class with the Shares on an as-converted basis, except
that the Series A Preferred Stock will be entitled to vote as a separate class
to elect three directors as described in the following paragraph. For purposes
of liquidation, dissolution or winding up of the Issuer, the Preferred Stock
will rank senior to any other class or series of capital stock of the Issuer,
the terms of which are not expressly senior to or pari passu with the Preferred
Stock.
Beginning at the first annual meeting of stockholders of the Issuer
following the Effective Date, and for as long as the Purchasers own at least
$125 million of the Series A Preferred Stock, the Issuer's Board of Directors
will be composed of nine members, as follows: (i) three directors (one of whom
must be independent of both the Issuer and the Purchasers) designated by the
Purchasers and elected by holders of the Series A Preferred Stock, (ii) one
director who must be independent of both the Company and the Purchasers
nominated by a special purpose nominating committee composed of two designees of
the Purchasers and one other Board member pursuant to the Shareholders Agreement
(as defined below), and (iii) five directors nominated by the Issuer's Board of
Page 11 of 21
Directors and elected by the holders of the Issuer's voting stock. With the
exception of the three directors elected by holders of the Series A Preferred
Stock, the remaining directors will be elected by holders of the Shares and any
other class of capital stock entitled to vote in the election of directors
(including the Preferred Stock), voting together as a single class at each
meeting of stockholders held for the purpose of electing directors. Holders of
Preferred Stock will also have the right to elect two directors in the event
that six quarterly dividends on the Preferred Stock are accrued but unpaid.
The Issuer's Restated Certificate of Incorporation, including the Preferred
Terms, is filed herewith as Exhibit 3. The foregoing description of the
Preferred Terms is qualified in its entirety by reference to the full text of
such document, which is incorporated herein by reference.
Shareholders Agreement
On the Effective Date, the Issuer and the Purchasers entered into a
Shareholders Agreement (the "Shareholders Agreement") containing, among other
things, the rights and restrictions described below.
The Purchasers are limited for ten years from the Effective Date in their
ability to acquire additional Shares if they would own more than 30% of the
voting power of the Issuer's equity securities after such acquisition, or to
take other actions to control the Issuer after the Effective Date without the
consent of a majority of the Issuer's Board of Directors (excluding directors
designated by the holders of Series A Preferred Stock or nominated by the
Issuer's Series A Nominating Committee for election by the holders of Shares),
including publicly proposing, announcing or otherwise disclosing an intent to
Page 12 of 21
propose, or entering into an agreement with any person for, (i) any form of
business combination, acquisition or other transaction relating to the Issuer or
any of its subsidiaries, (ii) any form of restructuring, recapitalization or
similar transaction with respect to the Issuer or any of its subsidiaries, or
(iii) any demand to amend, waive or terminate the standstill provision in the
Shareholders Agreement. The Purchasers have also agreed that they will not
otherwise act, alone or in concert with others, to seek or to offer to control
or influence the management, Board of Directors or policies of the Issuer or its
subsidiaries.
Until such time as the Purchasers no longer beneficially own at least 50%
of the shares of Series A Preferred Stock outstanding at such time, holders of
Preferred Stock have preemptive rights sufficient to prevent dilution of
ownership interests of such holders with respect to issuances of new shares of
capital stock of the Issuer, other than certain issuances to employees,
directors or consultants of the Issuer or in connection with certain business
acquisitions. Such preemptive rights require that such ownership interests must
be offered by the Issuer on the same terms and purchase price as the new shares
of capital stock to which such rights relate.
For a period of three years, so long as the Purchasers own Series A
Preferred Stock having a liquidation preference of at least $125 million, the
Purchasers' approval will be required for the Issuer to do any of the following:
o enter into material transactions with directors, officers or 10%
stockholders (other than officer and director compensation
arrangements);
o issue debt or equity securities senior to or pari passu with the
Series A Preferred Stock other than in connection with certain
refinancings;
o issue equity at a price below fair market value;
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o amend the Issuer's bylaws in a manner that materially changes the
rights of the Purchasers or stockholders generally or amend the
charter (or similar constituent documents) of the Issuer;
o subject to certain limitations, take any actions that would
result in share repurchases or redemptions involving cash
payments in excess of $10 million in any 12-month period;
o effect a merger or similar transaction that results in the
transfer of 50% or more of the outstanding voting power of the
Issuer, a sale of all or substantially all of the Issuer's assets
or any other form of corporate reorganization in which 50% or
more of the outstanding shares of any class or series of capital
stock of the Issuer is exchanged for or converted into cash,
securities or property of another business organization;
o voluntarily or involuntarily liquidate the Issuer; or
o pay cash dividends on account of the Shares or any other stock
that ranks junior to or on parity with the Series A Preferred
Stock, including the Series B Preferred Stock (other than the
stated 4% dividend on the Series B Preferred Stock).
The Purchasers' approval rights above are subject to override by a vote of
two-thirds of the Issuer's voting securities not owned by the Purchasers or any
of their affiliates, and its approval rights for dividends and the issuance of
senior or pari passu securities will end no later than the third anniversary of
the Effective Date and may end after the first anniversary of the Effective Date
if certain financial ratios relating to the Issuer are met.
In the event that the Purchasers and their affiliates at any time own in
excess of 40% of the issued and outstanding voting securities of the Issuer, on
an as-converted basis, Purchasers have agreed that all voting securities in
excess of such 40% threshold will be voted in the same proportion that the
Issuer's other stockholders vote their voting securities with respect to the
applicable proposal.
Page 14 of 21
The Shareholders Agreement is filed herewith as Exhibit 4. The foregoing
description of the Shareholders Agreement is qualified in its entirety by
reference to the full text of such document, which is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to Rule 13d-3 under the Act, Investors and Messrs. Gallogly
and Aronson may each be deemed the beneficial owner of the Shares issuable upon
conversion of 2,500,000 shares of Series A Preferred Stock convertible beginning
on July 31, 2008 for the number of Shares obtained by dividing the aggregate
liquidation preference of such shares ($100 per share) by the then-effective
conversion price. The initial conversion price is $13.19, subject to certain
adjustments contained in the Preferred Terms. Of such 2,500,000 shares of Series
A Preferred Stock, 2,360,631 are held by Partners, 83,810 are held by Strategic,
50,559 are held by SBS and 5,000 are held by B Co-Investment. Associates is the
general partner of Partners, Strategic, SBS and B Co-Investment. Investors is
the general partner of Associates. Messrs. Aronson and Gallogly are each
managing members of Investors. Messrs. Aronson and Gallogly each disclaim
beneficial ownership of all shares held by the Reporting Persons and this
Schedule 13D shall not be construed as an admission that Messrs. Aronson and
Gallogly are, for any or all purposes, the beneficial owner of the securities
covered by this Schedule 13D. Partners will be the beneficial owner of the
Shares issuable upon conversion of the 2,360,631 shares of Series A Preferred
Stock held by it.
(b) The disclosure contained in Item 5(a) is hereby incorporated herein by
reference.
(c) On January 31, 2008, Partners acquired 2,363,621 shares of Series A
Preferred Stock, Strategic acquired 83,917 shares of Series A Preferred Stock
and SBS
Page 15 of 21
acquired 52,462 shares of Series A Preferred Stock. On February 6, 2008,
Partners, Strategic and SBS sold 2,990 shares, 107 shares and 1,903 shares,
respectively, to B Co-Investment. None of the Reporting Persons has purchased or
sold Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
The disclosure contained in Item 4 is hereby incorporated herein by
reference.
Registration Rights Agreement
On the Effective Date, the Purchasers and the Issuers entered into a
registration rights agreement with the Issuer (the "Registration Rights
Agreement"). The Registration Rights Agreement provides registration rights for
the shares of Series A Preferred Stock and certain other equity securities of
the Company.
Under the Registration Rights Agreement, holders collectively holding more
than 50% of the securities registrable thereunder (the "Registrable Securities")
have demand registration rights to request that the Issuer use its reasonable
best efforts to effect the registration of the Registrable Securities held by
such requesting holders under the Registration Rights Agreement, plus the
Registrable Securities of any other holder giving the Issuer a timely request to
join in such registration (a "Demand Registration"). Until such time as the
Issuer is qualified to register the Registrable Securities on a registration
statement on Form S-3, the parties under the Registration Rights Agreement are
allowed only one Demand Registration, and demand registration rights are
assignable to transferees of Registrable Securities that agree to be bound by
the provisions thereof. A
Page 16 of 21
registration shall not be counted as a Demand Registration if holders of less
than 90% of the Registrable Securities are permitted to participate in such
registration.
Additionally, under the Registration Rights Agreement, if the Issuer
proposes to register any of its equity securities for its own account or for the
account of other stockholders, then the Issuer must provide the holders of the
Registrable Securities with piggyback registration rights to have their
Registrable Securities included in such registration statement (in the case of
an underwritten offering, pro rata after the securities that the Issuer is
registering) (a "Piggyback Registration"). Once the Issuer qualifies to use a
registration statement on Form S-3 to register the Registrable Securities, the
holders will be allowed up to four additional Demand Registrations thereunder.
The Issuer is not required to effect either a Demand Registration or a
Piggyback Registration under the following circumstances if: (i) the Issuer
would have to consent to service of process to effect the registration; (ii) the
Registrable Securities requested to be included in the registration have an
aggregate public offering price (before any underwriting discounts and
commissions) below $25 million; (iii) the Issuer is actively pursuing another
registration of its securities (other than with respect to an employee benefit
plan or the registration of securities in a transaction pursuant to Rule 145 of
the Securities Act of 1933 (the "Securities Act")); or (iv) the Issuer
determines the Demand Registration would be seriously detrimental to the Issuer
or its stockholders; provided, that each of the circumstances specified in (iii)
and (iv) above may be used to delay a registration under the Registration Rights
Agreement only once in any 12-month period. The Issuer is also not required to
effect a Demand Registration on Form S-3 within 180
Page 17 of 21
days of the effective date of the most-recent Demand Registration on Form S-3 in
which the particular holder under the Registration Rights Agreement could have
participated.
Under the Registration Rights Agreement, the Issuer has further agreed to
keep each Demand Registration and any Piggyback Registrations effective for 90
days. Holders will be required to make certain representations to the Issuer (as
described in the Registration Rights Agreement) in order to participate in
either a Demand Registration or a Piggyback Registration. Holders will also be
required to deliver certain information to be used in connection with either a
Demand Registration or Piggyback Registration to have their Registrable
Securities included in such registrations. The Registration Rights Agreement
contains other customary provisions, including customary indemnification
provisions regarding the Issuer and the holders.
The Registration Rights Agreement is filed as Exhibit 5 filed herewith. The
foregoing description of the Registration Rights Agreement is qualified in its
entirety by reference to the full text of such document, which is incorporated
herein by reference.
Other than as described in this statement, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons, and between any
such persons and any other person, with respect to any securities of the Issuer,
including but not limited to, transfer and voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, or a pledge or contingency the occurrence of which would give
another person voting power or investment power over the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement (filed herewith).
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2. Investment Agreement dated as of July 26, 2007 by and among
Centerbridge Capital Partners, L.P., CBP Parts Acquisition Co. LLC and
Dana Corporation (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K filed by Dana Corporation on July 31, 2007)
2.1 Assignment and Assumption Agreement dated as of September 10, 2007 by
and among Centerbridge Capital Partners, L.P., CBP Parts Acquisition
Co. LLC, Centerbridge Capital Partners Strategic, L.P. and
Centerbridge Capital Partners SBS, L.P. (filed herewith)
2.2 First Amendment to Investment Agreement dated as of December 7, 2007,
by and among Centerbridge Capital Partners, L.P., Centerbridge Capital
Partners Strategic, L.P., as successor by assignment from CBP Parts
Acquisition Co. LLC, Centerbridge Capital Partners SBS, L.P., as
successor by assignment from CBP Parts Acquisition Co. LLC, and Dana
Corporation (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by Dana Corporation on December 27, 2007)
3. Restated Certificate of Incorporation of Dana Holding Corporation
(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form 8-A filed by Dana Holding Corporation on January 31,
2008).
4 Shareholders Agreement, dated as of January 31, 2008, by and among
Dana Holding Corporation and Centerbridge Capital Partners, L.P.,
Centerbridge Capital Partners Strategic, L.P. and Centerbridge Capital
Partners SBS, L.P. (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K filed by Dana Holding Corporation on
February 6, 2008)
5. Registration Rights Agreement, dated as of January 31, 2008, by and
among Dana Holding Corporation and Centerbridge Capital Partners,
L.P., Centerbridge Capital Partners Strategic, L.P. and Centerbridge
Capital Partners SBS, L.P. (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed by Dana Holding Corporation on
February 6, 2008)
Page 19 of 21
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 11, 2008
CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates,
L.P., its General Partner
By: Centerbridge GP Investors,
LLC, its General Partner
By: /s/ Jeffrey A. Gelfand
------------------------------------
Name: Jeffrey A. Gelfand
Title: Authorized Person
CENTERBRIDGE ASSOCIATES, L.P.
By: Centerbridge GP Investors,
LLC, its General Partner
By: /s/ Jeffrey A. Gelfand
------------------------------------
Name: Jeffrey A. Gelfand
Title: Authorized Person
CENTERBRIDGE GP INVESTORS, LLC
By: /s/ Jeffrey A. Gelfand
------------------------------------
Name: Jeffrey A. Gelfand
Title: Authorized Person
/s/ Mark T. Gallogly
----------------------------------------
MARK T. GALLOGLY
Page 20 of 21
/s/ Jeffrey Aronson
----------------------------------------
JEFFREY ARONSON
Page 21 of 21
EXHIBIT INDEX
-------------
Exhibit 1 Joint Filing Agreement.
Exhibit 2.1 Assignment and Assumption Agreement dated September 10, 2007, by
and among Centerbridge Capital Partners, L.P., CBP Parts
Acquisition Co. LLC, Centerbridge Capital Partners Strategic,
L.P. and Centerbridge Capital Partners SBS, L.P.