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): September 28, 2016

Aerojet Rocketdyne Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware	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):

☐ 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 September 28, 2016, Aerojet Rocketdyne Holdings, Inc. (the “Company”) instructed The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), to deliver a notice of the Company’s redemption of all of its 2¼% Convertible Subordinated Debentures due 2024 (the “Debentures”) to the holders of the Debentures.  Pursuant to the terms of Indenture, dated as of November 23, 2004, by and among the Company and Trustee, the Company will redeem, on October 28, 2016 (the “Redemption Date”), $251,000 principal amount of the outstanding Debentures at a redemption price of 100% of the principal amount and accrued but unpaid interest on the Debentures redeemed to, but not including, the Redemption Date.  On September 28, 2016, the Company issued a press release announcing the redemption by the Company of the Debentures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Exhibits
	99.1	Press Release dated September 28, 2016.

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.

September 28, 2016	AEROJET ROCKETDYNE HOLDINGS, INC.
	By:	/s/ Arjun L. Kampani
		Name:	Arjun L. Kampani
		Title:	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

 

Contact: Glenn Mahone, Aerojet Rocketdyne, 202-302-9941

Glenn.Mahone@Rocket.com

Lynn Machon, Aerojet Rocketdyne, 916-355-3587

Lynn.Machon@Rocket.com

News Release

Aerojet Rocketdyne Holdings, Inc. Announces Redemption Notification for 2¼% Convertible Subordinated Debentures due 2024

SACRAMENTO, Calif., September 28, 2016—Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) today announced that it is notifying holders of its 2¼% Convertible Subordinated Debentures due 2024 (the “Debentures”) that Aerojet Rocketdyne will redeem, on October 28, 2016, all of their Debentures at a purchase price equal to 100% of the principal amount of the Debentures to be redeemed, plus any accrued and unpaid interest (the “Redemption”). As of September 28, 2016, the outstanding principal amount of the Debentures was $251,000. Under the terms of the Debentures, Aerojet Rocketdyne will pay the redemption price in cash for an aggregate cash purchase price of approximately $254,000, which includes accrued but unpaid interest. This completes the redemption of the Debentures.

Aerojet Rocketdyne’s notice of redemption to holders specifying the terms, conditions and procedures for the Redemption, will be available through The Depository Trust Company and the paying agent, which is The Bank of New York Mellon Trust Company, N.A. The address and telephone and fax numbers of The Bank of New York Mellon Trust Company, N.A. are c/o Bank of New York Mellon Corporation, Corporate Trust-Reorganization Unit, 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attention: Pamela Adamo, Phone (315) 414-3317, Fax: (732) 667-9408.

This press release is for informational purposes only and is not an offer to purchase, or the solicitation of an offer to purchase, the Debentures.

About Aerojet Rocketdyne Holdings, Inc.

Aerojet Rocketdyne Holdings, Inc. is an innovative company delivering solutions that create value for its customers in the aerospace and defense markets. The company is a world-recognized aerospace and defense leader that provides propulsion and energetics to the space, missile defense and strategic systems, tactical systems and armaments areas, in support of domestic and international markets. Additional information about Aerojet Rocketdyne can be obtained by visiting our websites at www.Rocket.com and www.AerojetRocketdyne.com.