Kirkland, Paul Weiss, Hogan Lovells guide $5.1bn auto parts deal

Combination of Ohio-based Dana with Eaton’s mobility business promises to create a more comprehensive supplier serving commercial- and light-vehicle markets
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Kirkland & Ellis, Paul Weiss and Hogan Lovells have landed roles in the $5.1bn combination of Dana with Eaton’s mobility unit, in a deal intended to create a more comprehensive supplier serving commercial- and light-vehicle markets.

Kirkland is advising Maumee, Ohio-based Dana on the deal, with the team led by New York corporate partners David Klein, Rachael Coffey and Brian Junquera. 

Meanwhile, Paul Weiss and Hogan Lovells are acting for Eaton. The former’s team is led by New York M&A partner Dotun Obadina, who also advised the American-Irish power management firm in its $9.5bn acquisition of Boyd Corporation’s thermal business from Goldman Sachs Asset Management last year. 

Hogan Lovells’ team is led by M&A partners Will Yavinsky (Washington DC), Tobias Kahnert (Munich) and Lu Zhou (Beijing). 

The deal would integrate Dana’s powertrain, thermal and sealing technologies with Eaton Mobility’s commercial vehicle transmissions, engine and emissions products, and advanced electrification capabilities, forming a company with around $11bn in sales.

Dana expects the transaction to deliver $250m in annual run-rate savings within two years of closing, driven by reduced structural costs, purchasing scale, manufacturing optimisation and engineering efficiencies, the company said.

The deal, expected to close in the first quarter of 2027, will be structured as a Reverse Morris Trust with Eaton shareholders owning at least 50.1% and Dana shareholders owning approximately 49.9% of the combined company at close. 

Eaton would first separate its Mobility Group to Eaton shareholders through either an exchange offer or a pro rata distribution, at Eaton’s election. Immediately thereafter, Dana would merge with a subsidiary of the Mobility Group, with Dana surviving as a wholly owned subsidiary of the Mobility Group.

Goldman Sachs & Co is serving as exclusive financial advisor to Dana, and Ernst and Young is serving as transaction advisor. Goldman Sachs Bank USA is sole underwriter of the committed financing for the transaction. Morgan Stanley is Eaton’s financial advisor.

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