Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2021, Howmet Aerospace Inc. (the "Company") entered into a fifth
amendment (the "Amendment"), dated as of March 29, 2021, to its Five-Year
Revolving Credit Agreement, dated as of July 25, 2014 (as amended and extended
by the letter agreement, dated as of June 5, 2015, and as further amended
pursuant to Amendment No. 1 to Credit Agreement, dated as of September 16, 2016,
Amendment No. 2 to Credit Agreement, dated as of June 29, 2018, Amendment No. 3,
dated as of March 4, 2020, and Amendment No. 4, dated as of June 26, 2020, the
"Existing Credit Agreement" and the Existing Credit Agreement, as amended by the
Amendment, the "Credit Agreement"), by and among the Company, a syndicate of
lenders and issuers named therein, Citibank, N.A., as administrative agent for
the lenders and issuers, and JPMorgan Chase Bank, N.A., as syndication agent.
Capitalized terms used in the summary below but not otherwise defined herein
have the meaning given to such terms in the Credit Agreement.
The Amendment, among other things, extends the period during which certain
relief is provided with respect to the financial covenant contained in the
Existing Credit Agreement through December 31, 2022 or such earlier date on
which the Company elects to terminate such period (the "Covenant Relief
Period"), providing that during the Covenant Relief Period, the Company's ratio
of Consolidated Net Debt to Consolidated EBITDA shall not exceed as of the end
of the fiscal quarter for the period of the four fiscal quarters then ended: (i)
5.50 to 1.00 for the fiscal quarter ending March 31, 2021, (ii) 5.50 to 1.00 for
the fiscal quarter ending June 30, 2021, (iii) 5.00 to 1.00 for the fiscal
quarter ending September 30, 2021, (iv) 4.75 to 1.00 for the fiscal quarter
ending December 31, 2021, (v) 4.50 to 1.00 for the fiscal quarter ending March
31, 2022, (vi) 4.50 to 1.00 for the fiscal quarter ending June 30, 2022, (vii)
4.25 to 1.00 for the fiscal quarter ending September 30, 2022 and (viii) 3.75 to
1.00 for the fiscal quarter ending December 31, 2022.
The Amendment also provides that during the Covenant Relief Period, (a) Liens to
secure Indebtedness for borrowed money shall not exceed $100,000,000; (b)
Subsidiary Indebtedness (other than any Indebtedness owing to the Company or any
Subsidiary of the Company) is not permitted except in an aggregate outstanding
amount that does not exceed $400,000,000 less any amount of Liens incurred under
the provision described in (a); and (c) Restricted Payments, including share
repurchases and common stock dividends, are prohibited, providedthat, for so
long as there are no Loans outstanding under the Credit Agreement, Restricted
Payments are permitted up to the following amounts: (x) during the fiscal year
ending December 31, 2021, $250,000,000 and (y) during the fiscal year ending
December 31, 2022, $400,000,000 plus any amount referred to in the foregoing
clause (x) that remains unused as of December 31, 2021.
In addition, the Amendment amends the definition of Consolidated Net Debt to
allow netting against Indebtedness of unrestricted cash and cash equivalents in
excess of $300,000,000.
The foregoing description of the Amendment is not intended to be complete and is
qualified in its entirety by reference to the full text of the Amendment, which
is incorporated herein by reference to Exhibit 10.1 to this Current Report on
Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation or an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Item 1.01. Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is hereby incorporated by
reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following are filed as an exhibit to this report:
Exhibit
No. Description
10.1 Amendment No. 5 dated as of March 29, 2021, to the Five-Year
Revolving Credit Agreement, dated as of July 25, 2014, among Howmet
Aerospace Inc., the lenders and issuers named therein, Citibank, N.A.,
as administrative agent, and JPMorgan Chase Bank, N.A., as syndication
agent.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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