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).
4.2 First Supplemental Indenture, dated as of January 25, 2007, 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, incorporated by reference to
exhibit 99.4 to the Company's Current Report on Form 8-K (Commission file
number 1-3610) dated January 25, 2007.
4.3 Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa
Inc. and The Bank of New York Mellon Trust Company, N.A., as successor in
interest to J. P. Morgan Trust Company, National Association (formerly
Chase Manhattan Trust Company, National Association, as successor to PNC
Bank, National Association), as Trustee, incorporated by reference to
exhibit 4(c) to the Company's Current Report on Form 8-K (Commission file
number 1-3610) dated July 15, 2008.
4.4 Fourth Supplemental Indenture, dated as of December 31, 2017, between
Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware
corporation, and The Bank of New York Mellon Trust Company, N.A., as
trustee, incorporated by reference to exhibit 4.3 to the Company's
Current Report on Form 8-K (Commission file number 1-3610) dated January
4, 2018.
4.5 Fifth Supplemental Indenture, dated as of April 16, 2020, between
Howmet Aerospace Inc., a Delaware corporation, and The Bank of New York
Mellon Trust Company, N.A., as trustee, incorporated by reference to
exhibit 4(e) to the Company's Registration Statement on Form S-3
(Registration Statement No. 333-237705) dated April 16, 2020.
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.
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