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 September 1, 2021, Howmet Aerospace Inc. (the "Company") closed its
previously announced underwritten public offering of $700,000,000 aggregate
principal amount of 3.000 % Notes due 2029 (the "Notes"). The closing of the
offering satisfies the financing condition for the Company's currently
outstanding tender offer.
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 January 15, 2029 and bear interest at a rate of 3.000%
per annum. Accrued and unpaid interest on the Notes will be payable
semi-annually in arrears on January 15 and July 15, commencing on January 15,
2022.
Prior to November 15, 2028, 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 30 basis points, plus accrued
interest to the date of redemption which has not been paid. At any time on or
after November 15, 2028, 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 by reference into this Item 8.01.
In connection with the offering, the Company entered into an underwriting
agreement, dated August 18, 2021 (the "Underwriting Agreement"), with Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC, as representatives 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.
Also on September 1, 2021, the Company issued a press release announcing the
results as of the early tender deadline (5:00 p.m., New York City time, on
August 31, 2021) of its previously announced tender offer in respect of its
outstanding 6.875% Notes due 2025 (the "Existing 2025 Notes"). The Company
expects to purchase $599,984,000 aggregate principal amount of the Existing 2025
Notes at early settlement of the tender offer on September 2, 2021. 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
1.1 Underwriting Agreement, dated August 18, 2021, between Howmet Aerospace
Inc. and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives 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 3.000% Notes due 2029.
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 September 1, 2021.
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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