Ati Inc 8-K, filed Sep 10, 2021
Ati Inc (ATI)
About this 8-K
Ati Inc filed this 8-K on September 10, 2021, reporting on events of September 9, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 9, 2021, Allegheny Technologies Incorporated (the “Company”) announced the pricing of its offering of unsecured 4.875% Senior Notes due 2029 and unsecured 5.125% Senior Notes due 2031 (collectively, the “Notes”). The Company’s press release announcing the pricing of its offering of the Notes is set forth in its entirety and filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release dated September 9, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| ALLEGHENY TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Elliot S. Davis | |
| Elliot S. Davis | ||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||
Dated: September 10, 2021
Exhibit 99.1
|
NEWS RELEASE |
| Allegheny Technologies Incorporated | Investor Contact: | Media Contact: | ||
| Corporate Headquarters | Scott A. Minder | Natalie Gillespie | ||
| 1000 Six PPG Place | 412-395-2720 | 412-394-2850 | ||
| Pittsburgh, PA 15222-5479 U.S.A. | scott.minder@atimetals.com | natalie.gillespie@atimetals.com | ||
| www.ATImetals.com |
Allegheny Technologies Announces Pricing of Senior Notes Offering
PITTSBURGH, Pennsylvania – September 9, 2021 – Allegheny Technologies Incorporated (NYSE:ATI) announced today that it has priced its public offering of senior notes. ATI has agreed to sell $325.0 million aggregate principal amount of 4.875% Senior Notes due 2029 (the “2029 Notes”) and $350.0 million aggregate principal amount of 5.125% Senior Notes due 2031 (the “2031 Notes” and together with the 2029 Notes, the “Notes”). The 2029 Notes will pay interest semi-annually in arrears at a rate of 4.875% per year and will mature on October 1, 2029, unless earlier redeemed or repurchased. The 2031 Notes will pay interest semi-annually in arrears at a rate of 5.125% per year and will mature on October 1, 2031, unless earlier redeemed or repurchased.
ATI intends to use a portion of the net proceeds to fund the redemption of all of ATI’s outstanding 5.875% Senior Notes due 2023 (the “2023 Notes”), of which $500.0 million aggregate principal amount is outstanding, in accordance with the terms of the indenture governing the 2023 Notes. Any remaining net proceeds will be used for general corporate purposes, including to support a voluntary $50 million defined benefit pension plan contribution during the third quarter of 2021 intended to improve the funded status of the plan.
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC are acting as the joint book-running managers for the offering.
The offering of the Notes is being made pursuant to an effective shelf registration statement. The offering will be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from BofA Securities, Inc., 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, telephone: 1-800-294-1322, email: dg.prospectus_requests@bofa.com or from the SEC website at www.sec.gov.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not a notice of redemption with respect to the 2023 Notes
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty metals and changes in international trade duties and other aspects of international trade policy; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages and (h) the risks of business and economic disruption related to the currently ongoing COVID-19 pandemic and other health epidemics or outbreaks that may arise and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2020, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
Solving the World’s Challenges through Materials Science
ATI (NYSE: ATI) is a $3 billion global manufacturer solving the world’s most difficult challenges through materials science; advanced, integrated process technologies; and relentlessly innovative people. We serve customers whose demanding applications need to fly higher, dig deeper, stand stronger, and last longer— anywhere on, above, or below the earth. We partner to create new specialty materials in forms that deliver ultimate performance and long-term value in applications like jet engine forgings and 3D-printed aerospace components. We produce powders for forging and additive manufacturing; rolled materials, and finished components. Our specialty materials withstand extremes of temperature, stress and corrosion to improve and protect human lives every day.