Dana Holding Corporation (NYSE: DAN) (“Dana”) today announced that its wholly-owned subsidiary, Dana Financing Luxembourg S.à r.l. (the “Issuer”), is proposing to issue $375 million aggregate principal amount of senior unsecured notes due 2026 (the “2026 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2026 Notes will be fully and unconditionally guaranteed by Dana. Dana also issued a notice of redemption in respect of all of its outstanding 6.750% Notes due 2021 (the “2021 Notes”). The redemption is conditioned on the closing of the proposed offering. Dana intends to use the proceeds from the 2026 Notes offering to redeem all of its 2021 Notes, to pay related fees and expenses and for general corporate purposes, which may include repayment of indebtedness. The 2026 Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors in reliance on Regulation S under the Securities Act. The 2026 Notes initially will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. Dana also announced that it had received commitments from lenders for a new cash flow revolving credit facility (the “Cash Flow Facility”) with a five-year term and an availability in an aggregate amount of $500 million, which will be reduced for outstanding credit advances or letter of credit issuances. The Cash Flow Facility will replace Dana’s existing asset based revolving credit facility. The Cash Flow Facility will be guaranteed, subject to certain exceptions, by all of Dana’s domestic subsidiaries and will be secured on a first-priority lien basis on substantially all of the assets of Dana and the guarantors, subject to certain exceptions. Closing of the Cash Flow Facility is subject to customary conditions, market conditions and other factors, and may not occur as described or at all. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.