S-4 Impact 7/10 M&A

Mobility (USA) Corp

October 19, 2026 · AI-analyzed SEC filing

Mobility (USA) Corporation, a newly formed Eaton subsidiary, filed an S-4 registration statement for a Reverse Morris Trust transaction combining Eaton's Mobility Business with Dana Incorporated. Under the Merger Agreement dated June 10, 2026, Eaton will spin off its Mobility Business via an exchange offer to Eaton shareholders, followed by a merger of Merger Sub into Dana. Pre-merger Dana stockholders will hold 49.9% of the combined entity on a fully diluted basis, with Eaton shareholders holding 50.1%. The combined company will trade on NYSE under ticker "DAN."

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Large-scale Reverse Morris Trust transaction combining two major automotive suppliers, with Dana stockholders voting December 7 on a deal that leaves them as minority holders.

The transaction creates a scaled commercial and light vehicle powertrain supplier by combining Dana's global thermal and sealing technologies with Eaton's commercial vehicle transmissions and electrification capabilities. Reverse Morris Trust structures are tax-efficient for spin-mergers and typically favor the spun entity's shareholders with majority control; here, Eaton shareholders retain 50.1% despite Dana being the surviving legal entity.

Closing is contingent on Dana stockholder approval (majority of outstanding shares), SEC effectiveness, and satisfaction of Reverse Morris Trust tax conditions. Integration risk is elevated given the scale of combining two large powertrain businesses across global operations. The 49.9% / 50.1% split leaves Dana legacy holders as minority owners despite Dana being the surviving entity.

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