Item 1.01. Entry into a Material Definitive Agreement
Supplemental Indenture
In conjunction with the tender offers described under Item 8.01 below, Howmet
Aerospace Inc. (the "Company") announced that it had entered into a new
supplemental indenture amending the indenture governing its 5.400% notes due
2021 (the "2021 Notes") with effect solely in regard to the 2021 Notes. The new
supplemental indenture is the Sixth Supplemental Indenture (the "Sixth
Supplemental Indenture"), dated as of May 6, 2020, between the Company and The
Bank of New York Mellon Trust Company, N.A. (the "Trustee") to the indenture
dated as of September 30, 1993 between the Company and the Trustee as heretofore
amended and supplemented in relation to the 2021 Notes. The Sixth Supplemental
Indenture will, among other things, eliminate substantially all of the
restrictive covenants and certain events of default previously applicable to the
2021 Notes. The foregoing description of the Sixth Supplemental Indenture is
qualified in its entirety by reference to the full text of such document, which
is attached hereto as Exhibit 4.1 and is incorporated by reference into this
Item 1.01.
Item 8.01. Other Events
On May 6, 2020, the Company issued a press release announcing the results as of
the initial early tender deadline (5:00 p.m., New York City time, on May 5,
2020) of its previously announced tender offers for up to $785,000,000 aggregate
purchase price of its 5.400% notes due 2021 (the "2021 Notes") and up to
$210,000,000 aggregate purchase price of its 5.870% notes due 2022 (the "2022
Notes"). Additionally, the Company announced that it is extending the deadline
for receiving the early tender premium in respect of each tender offer through
the expiration date, and that it has increased the tender cap related to the
2022 Notes from $210,000,000 to $300,000,000. The tender cap related to the 2021
Notes remains unchanged. The Company has accepted for purchase, on May 7, 2020,
$561,417,000 aggregate principal amount of the 2021 Notes and $146,642,000
aggregate principal amount of the 2022 Notes. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
4.1 Sixth Supplemental Indenture, dated as of May 6, 2020, between Howmet
Aerospace Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee.
99.1 Howmet Aerospace Inc. press release dated May 6, 2020.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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