Mobility (USA) Corp

Mobility (USA) Corporation filed an S-4 registration statement for a complex transaction separating Eaton's Mobility Business and merging it with Dana Incorporated. Eaton shareholders will exchange Eaton Ordinary Shares for SpinCo common stock via an exchange offer at a discount to Dana's share price, subject to an upper limit. Post-merger, former Eaton shareholders will own 50.1% and Dana shareholders 49.9% of SpinCo on a fully diluted basis. SpinCo or its subsidiaries will make approximately $1.1 billion in cash payments to certain Eaton entities (subject to adjustments). If the exchange offer is not fully subscribed, remaining SpinCo shares will be distributed pro rata to Eaton shareholders in a "Clean-Up Spin-Off."

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Major three-way transaction separates Eaton's Mobility Business, merges it with Dana, and creates new publicly traded entity with near-equal ownership split.

The transaction represents a significant reshuffling in the mobility and automotive components sector, combining Eaton's Mobility Business with Dana, a publicly traded drivetrain and e-propulsion supplier. The 50.1/49.9 ownership split gives former Eaton shareholders a slight majority in the combined entity.

Exchange ratio subject to upper limit; if triggered, Eaton shareholders could receive materially less than the advertised discount. SpinCo common stock has no current trading market; listing approval on NYSE is a condition. Transaction completion subject to multiple conditions including shareholder approvals and regulatory clearances.