UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM
__________________
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
Please refer to the discussion under Item 8.01 below, which is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events |
On April 24, 2020, Howmet Aerospace Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of $1,200,000,000 aggregate principal amount of 6.875% Notes due 2025 (the “Notes”) on April 24, 2020. The closing of the offering satisfies the financing condition for the Company’s currently outstanding tender offers in respect of two series of its existing notes, which are described in the press release. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 8.01.
The Notes were issued under the Indenture dated as of September 30, 1993 between the Company and the Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan Trust Company, N.A. (formerly known as Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of January 25, 2007 between the Company and the Trustee, the Second Supplemental Indenture dated as of July 15, 2008 between the Company and the Trustee, the Fourth Supplemental Indenture dated as of December 31, 2017 between the Company and the Trustee, and the Fifth Supplemental Indenture dated as of April 16, 2020 between the Company and the Trustee (collectively, the “Indenture”). The Notes were sold pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-237705) and automatically declared effective on April 16, 2020. The form of the Notes is attached hereto as Exhibit 4.6 and is incorporated herein by reference into this Item 8.01. A copy of the opinion of counsel of the Company relating to the validity of the Notes is attached hereto as Exhibit 5.1, and is incorporated herein by reference into this Item 8.01.
The Notes will mature on May 1, 2025 and bear interest at a rate of 6.875% per annum. Accrued and unpaid interest on the Notes will be payable semi-annually in arrears on May 1 and November 1, commencing on November 1, 2020.
Prior to April 1, 2025, the Company may redeem the Notes, in whole or in part, at its option, at any time or from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, plus accrued interest, if any, to the date of redemption which has not been paid, or (ii) the sum of the present values of the remaining scheduled payments on the Notes to be redeemed, discounted, on a semiannual basis, at the Treasury Rate (as defined in the Notes), plus 50 basis points, plus accrued interest to the date of redemption which has not been paid. At any time on or after April 1, 2025, the Notes will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest to the date of redemption which has not been paid. Any notice of redemption of the Notes to be redeemed at the option of the Company may state that such redemption shall be conditional, in the Company’s discretion, on one or more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions will not be satisfied by the redemption date, and that in such event, such redemption notice shall be of no further force or effect and the Company shall not be required to redeem the Notes on the redemption date or otherwise.
The Indenture contains customary events of default. If an event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all the Notes to be immediately due and payable.
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of such documents, which are attached or incorporated by reference hereto as Exhibit 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 and incorporated herein by reference into this Item 8.01.
In connection with the offering, the Company entered into an underwriting agreement, dated April 22, 2020 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule I thereto. For a complete description of the terms of the Underwriting Agreement, please refer to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated April 22, 2020, between Howmet Aerospace Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule I thereto. |
| 4.1 | Form of Indenture, dated as of September 30, 1993, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor Trustee to PNC Bank, National Association, as Trustee (undated form of Indenture incorporated by reference to exhibit 4(a) to Registration Statement No. 33-49997 on Form S-3). |
| 4.6 | Form of 6.875% Notes due 2025. |
| 5.1 | Opinion of K&L Gates LLP, counsel for Howmet Aerospace Inc. |
| 23.1 | Consent of K&L Gates LLP, counsel for Howmet Aerospace Inc. (included in Exhibit 5.1). |
| 99.1 | Howmet Aerospace Inc. press release dated April 24, 2020. |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
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.
| HOWMET AEROSPACE INC. | |||
| Date: April 24, 2020 | By | /s/ Peter Hong | |
| Name: | Peter Hong | ||
| Title: | Vice President and Treasurer | ||