Allegheny Technologies Announces Pricing of Convertible Senior Notes Offering
May 18 2016 - 6:19PM
Business Wire
Allegheny Technologies Incorporated (NYSE: ATI) announced today
that it has priced its public offering of convertible senior notes.
The offering is being made pursuant to the Company’s effective
shelf registration statement filed with the Securities and Exchange
Commission (the “SEC”).
ATI has agreed to sell $250.0 million aggregate principal amount
of 4.75% Convertible Senior Notes due 2022 (the “Notes”). ATI has
granted the underwriters a 30-day option to purchase up to an
additional $37.5 million aggregate principal amount of Notes on the
same terms and conditions to cover over-allotments, if any. The
Notes will pay interest semi-annually in arrears at a rate of 4.75%
per year and will mature on July 1, 2022, unless earlier redeemed
or repurchased. Holders may convert their Notes into shares of
ATI’s common stock at their option any time prior to the close of
business on the business day immediately preceding the maturity
date. The conversion rate will initially be 69.2042 shares of
common stock per $1,000 principal amount of Notes (representing an
initial conversion price of approximately $14.45 per share of
common stock), subject to adjustment in certain circumstances.
ATI intends to use the net proceeds from the convertible senior
notes offering for general corporate purposes, which may include
voluntary or required contributions to the Company’s defined
benefit pension trust or repurchases, repayment or refinancing of
debt.
Citigroup, J.P. Morgan and BofA Merrill Lynch are the joint
book-running managers for the offering.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any
of the convertible senior notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. A registration statement relating to the convertible
senior notes has been filed with the SEC.
Copies of the prospectus and preliminary prospectus supplement
meeting the requirements of Section 10 of the Securities Act of
1933, as amended, may be obtained from Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, telephone (800) 831-9146 or email
prospectus@citi.com, J.P. Morgan Securities LLC,c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, telephone (800) 831-9146, or Merrill Lynch, Pierce, Fenner
& Smith Incorporated, NC1-004-03-43, 200 North College Street,
3rd floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus
Department, email dg.prospectus_requests@baml.com, or from the SEC
website at www.sec.gov.
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 include those containing
such words as “anticipates,” “believes,” “estimates,” “expects,”
“would,” “should,” “will,” “will likely result,” “forecast,”
“outlook,” “projects,” and similar expressions. Forward-looking
statements 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, that may cause
our actual results, performance or achievements to differ
materially from those expressed or implied in the forward-looking
statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include: (a) material adverse changes in economic or industry
conditions generally, including global supply and demand conditions
and prices for our specialty metals; (b) material adverse changes
in the markets we serve, including the aerospace and defense,
electrical energy, oil and gas/chemical and hydrocarbon processing
industry, medical, automotive, construction and mining, and other
markets; (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, whether due to significant
increases in energy, raw materials or employee benefits costs,
project cost overruns or unanticipated costs and expenses, or other
factors; (d) continued decline in, or volatility of, prices,
and availability of supply, 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) significant legal proceedings or investigations adverse to
us; (g) labor disputes or work stoppages; and (h) other risk
factors summarized in our Annual Report on Form 10-K for the year
ended December 31, 2015, and in other reports filed with the
Securities and Exchange Commission. We assume no duty to update our
forward-looking statements.
Creating Value Thru Relentless Innovation®
Allegheny Technologies Incorporated is one of the largest and
most diversified specialty materials and components producers in
the world with revenues of approximately $3.4 billion for the
twelve month period ending March 31, 2016. ATI employees use
innovative technologies to offer global markets a wide range of
specialty materials solutions. Our major markets are aerospace and
defense, oil & gas/chemical and hydrocarbon process industry,
electrical energy, medical, automotive, food equipment and
appliance, and construction and mining.
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Allegheny Technologies IncorporatedDan Greenfield,
412-394-3004
ATI (NYSE:ATI)
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