공지 • Jan 02
Allison Transmission Holdings, Inc. (NYSE:ALSN) completed the acquisition of Off-Highway Business of Dana Incorporated (NYSE:DAN).
Allison Transmission Holdings, Inc. (NYSE:ALSN) entered into a definitive agreement to acquire Off-Highway Business of Dana Incorporated (NYSE:DAN) for $2.7 billion on June 11, 2025. Allison intends to finance the transaction using a combination of cash on the company’s balance sheet and debt. Barclays, BofA Securities and Citigroup provided committed financing in connection with the transaction. Allison will finance the transaction with $753 million of cash and $744 million available under the revolving credit facility as of March 31, 2025. As of October 30, 2025, Allison Transmission, Inc. is seeking to enter into an amendment to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, as amended October 11, 2019, November 19, 2020, February 28, 2023 and March 13, 2024, among ATI, as borrower, the Company, Citibank, N.A., as administrative agent, Citicorp North America, Inc., as collateral agent, and the other lenders and letter of credit issuers party thereto, which, among other things, provides for a senior secured first-lien incremental term loan facility in an aggregate principal amount equal to $1.2 billion. Allison intends to use the net proceeds from borrowings under the Incremental Term Facility and its revolving credit facility, together with cash on hand and other potential sources, to finance the acquisition. Following the successful close of the transaction, Dana expects to generate $2.4 billion of net cash proceeds after tax, other transaction expenses, and assumed liabilities. Dana plans to repay approximately $2 billion of debt to achieve target net leverage of approximately 1x over the business cycle. Off-Highway Business of Dana reported net sales of $2.8 billion and Adjusted EBITDA of $400 million for year 2024. As of June 12, 2025 alpha star acquisition shareholders approved to extend the date by which Allison must consummate a business combination to December 15, 2025. As of September 9, 2025, the Competition Commission of India (CCI) has approved the acquisition. As of November 19, 2025, all required regulatory approvals related to the transaction have been received. As of November 19, 2025, the transaction is expected to close near the end of 2025.
The transaction reflects TEV/EBITDA multiple of 6.8x. The acquisition of the Dana off-highway business is expected to be immediately accretive to Allison’s diluted earnings per share and is anticipated to generate annual run-rate synergies of approximately $120 million.
The acquisition was approved by both companies’ Boards of Directors, and it is expected to close late in the fourth quarter of 2025, pending customary regulatory approvals. BofA Securities, Inc. and KPMG LLP are serving as Allison’s financial and accountant respectively, and Paul Sheridan, Daniel Breslin, Heiko Gotsche, Lucas Schweitzer, Jeffrey Chenard, Manu Gayatrinath, Jason Licht, Christopher Cronin, Jack Anderson, Kieran Dickinson, Katharine Moir, David Della Rocca, Kendall Burnett, Nineveh Alkhas, Dara Denberg, Joshua Marnitz, Marissa Boynton, Mandy Reeves and Lindsey Champlin, Jana Dammann, Héctor Armengod, Andrew Galdes, Erin Brown Jones and Harrison White of Latham & Watkins LLP is serving as legal advisor. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are serving as Dana’s financial advisors. Andrew D. Krause, Kyle T. Seifried, Scott A. Barshay, David S. Huntington, Thomas V. de la Bastide III, Joseph Friedman, Judie Ng Shortell, David E. Sobel, Nathan Mitchell, Bonnie Chen, Claudine Meredith-Goujon, Matthew J. Rosenberg, Christopher Gonnella, Jean M. McLoughlin, Rich Pepper, Scott A. Sher, Katharine R. Haigh, J. Todd Hahn, Reuven P. Garrett, Timothy Lowe, Cian O’Connor, Salvatore Gogliormella, Stefanie Gitler, William J. O’Brien and Audrey M. Paquet of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as Dana’s legal counsel. Ernst and Young LLP is serving as Dana’s transaction advisor. Barclays, BofA Securities, Citigroup and JPMorgan provided committed financing in connection with the transaction.
Allison Transmission Holdings, Inc. (NYSE:ALSN) completed the acquisition of Off-Highway Business of Dana Incorporated (NYSE:DAN) on January 1, 2026. In connection with the Acquisition, Allison Transmission Holdings, Inc. appointed Craig M. Price as President and Business Unit Leader of Allison Off-Highway Drive and Motion Systems.