UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On April 1, 2021, Howmet Aerospace Inc. (“Howmet” or the “Company”) announced that it will redeem on May 1, 2021 (the “Redemption Date”) all of its outstanding 5.87% Notes due 2022 (CUSIP No. 013817AN1) (the “2022 Notes”) in accordance with the terms of the 2022 Notes and the Indenture dated as of September 30, 1993, as supplemented, between Howmet and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). As of April 1, 2021, the aggregate outstanding principal amount of the 2022 Notes is $476,230,000.
The redemption price (the “Redemption Price”) for the 2022 Notes shall be equal to the greater of (i) 100% of the principal amount of the 2022 Notes, plus accrued interest, if any, to the Redemption Date or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted on a semiannual basis, assuming a 360 day year consisting of twelve 30 day months, at the Treasury Rate, plus 15 basis points, plus accrued interest to the Redemption Date which has not been paid. The Company expects the aggregate Redemption Price to be approximately $500 million, which the Company intends to pay with cash on hand.
Because the Redemption Date is not a Business Day, payment of the Redemption Price will be made on May 3, 2021.
Capitalized terms used and not otherwise defined herein shall have the same meaning as given in the Indenture or the 2022 Notes, as the case may be.
A copy of the Company’s press release announcing the planned early redemption of the 2022 Notes 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 | Howmet Aerospace Inc. press release, dated April 1, 2021. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect the Company’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, expectations relating to the planned redemption of the 2022 Notes. These statements reflect beliefs and assumptions that are based on the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) uncertainty of the duration, extent and impact of the COVID-19 pandemic on Howmet Aerospace’s business, results of operations, and financial condition; (b) deterioration in global economic and financial market conditions generally, including as a result of pandemic health issues (including COVID-19 and its effects, among other things, on global supply, demand, and distribution disruptions as the COVID-19 pandemic continues and results in an increasingly prolonged period of travel, commercial and/or other similar restrictions and limitations); (c) unfavorable changes in the markets served by Howmet Aerospace; (d) the impact of potential cyber attacks and information technology or data security breaches; (e) the loss of significant customers or adverse changes in customers’ business or financial conditions; (f) manufacturing difficulties or other issues that impact product performance, quality or safety; (g) inability of suppliers to meet obligations due to supply chain disruptions or otherwise; (h) the inability to achieve revenue growth, cash generation, cost savings, restructuring plans, cost reductions, improvement in profitability, or strengthening of competitiveness and operations anticipated or targeted; (i) competition from new product offerings, disruptive technologies or other developments; (j) geopolitical, economic, and regulatory risks relating to Howmet Aerospace’s global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose Howmet Aerospace to substantial costs and liabilities; (l) failure to comply with government contracting regulations; (m) adverse changes in discount rates or investment returns on pension assets; and (n) the other risk factors summarized in Howmet Aerospace’s Form 10-K for the year ended December 31, 2020 and other reports filed with the U.S. Securities and Exchange Commission. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
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. | ||
| Dated: April 1, 2021 | By: | /s/ Ramon Ceron |
| Name: | Ramon Ceron | |
| Title: |
Vice President and Treasurer | |