8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2013

GenCorp Inc.
(Exact name of registrant as specified in its charter)
Ohio	1-01520	34-0244000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2001 Aerojet Road, Rancho Cordova, California		95742
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (916) 355-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On January 18, 2013, GenCorp Inc. issued a press release announcing that it priced an offering of $460 million aggregate principal amount of its 7.125% Second-Priority Senior Secured Notes due 2021 (the “Notes”).  The Notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act.

A copy of the such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 18, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

January 18, 2013	GENCORP INC.
	By:	/s/ Kathleen E. Redd
		Name: Kathleen E. Redd
		Title: Vice President, Chief Financial Officer and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 18, 2013

 

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

GenCorp Announces Pricing of $460 million

Second-Priority Senior Secured Notes

SACRAMENTO, Calif. – January 18, 2013 – GenCorp Inc. (NYSE: GY) (“GenCorp”) announced today that it has priced an offering of $460 million aggregate principal amount of its 7.125% Second-Priority Senior Secured Notes due 2021 (the “Notes”).  The Notes will be sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.

GenCorp expects the offering to close on January 28, 2013, subject to customary closing conditions.

GenCorp intends to use the net proceeds of the Notes offering to fund, in part, the proposed acquisition of United Technologies Corporation’s Pratt & Whitney Rocketdyne business (the “Acquisition”) announced on July 23, 2012, and to pay related fees and expenses.

The gross proceeds from the Notes offering will be deposited into escrow pending the consummation of the proposed Acquisition.  If the Acquisition is not consummated on or prior to July 21, 2013 (subject to a one-month extension upon satisfaction of certain conditions) or upon the occurrence of certain other events, GenCorp will be required to redeem the Notes at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, to, but not including the date of redemption.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Contact information:

Investors: Kathy Redd, chief financial officer 916.355.2361

Media: Glenn Mahone, vice president, communications  202.302.9941

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