Arconic Announces Proposed Notes Offering
April 29 2020 - 8:47AM
Business Wire
Arconic Corp. (NYSE: ARNC) (“Arconic” or “the Company”)
announced today a proposed offering of $600 million aggregate
principal amount of first lien notes (the “Notes”).
The timing of pricing and terms of the Notes are subject to
market conditions and other factors. The Company also intends to
replace its existing cash flow revolver with a new asset-based
credit facility (the “ABL facility”) and has received commitments
totaling over $750 million for the new ABL facility from the
Company’s existing bank group. The Company intends to use the net
proceeds from the proposed offering, together with cash on hand, to
(i) prepay in full the obligations outstanding under its senior
secured first-lien term loan B facility, and (ii) prepay in full
the obligations outstanding under its revolving credit facility and
terminate in full the commitments thereunder. If the Notes closing
occurs before the closing of the ABL facility, the Notes will be
initially issued by a subsidiary of the Company and the net
proceeds from the proposed offering will be held in escrow until
the closing of the new ABL facility, at which point the Company
will assume the obligations under the Notes. The Notes will be
fully and unconditionally guaranteed, jointly and severally, by
each of the Company’s wholly-owned domestic subsidiaries. Each of
the Notes and the related guarantees will be secured on a
first-priority basis by liens on certain assets of the Company and
the guarantors and on a second-priority basis by certain other
assets of the Company and the guarantors.
The Notes and related guarantees will be sold in a private
placement to qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States to non-U.S. persons in
accordance with Regulation S under the Securities Act.
The Notes and related guarantees have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States or to, or for the benefit of, U.S. persons absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which, or to any persons to whom, such an offer,
solicitation or sale would be unlawful. Any offers of the Notes or
related guarantees will be made only by means of a private offering
memorandum.
About Arconic Corporation
Arconic Corporation (NYSE: ARNC), headquartered in Pittsburgh,
Pennsylvania, is a leading provider of aluminum sheet, plate and
extrusions, as well as innovative architectural products, that
advance the ground transportation, aerospace, industrial, packaging
and building and construction markets.
Forward-Looking Statements
This release contains statements that relate to future events
and expectations and as such constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include those containing such
words as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,”
“outlook,” “plans,” “projects,” “seeks,” “sees,” “should,”
“targets,” “will,” “would,” or other words of similar meaning. All
statements that reflect Arconic Corporation’s expectations,
assumptions or projections about the future, other than statements
of historical fact, are forward-looking statements, including,
without limitation, statements regarding the intended conduct,
timing and terms of the proposed Notes offering, repayment of the
senior secured first-lien term loan B facility, the repayment of
the obligations under revolving credit facility and termination of
commitments thereunder, the timing and terms of the proposed ABL,
related financing plans and any future actions by Arconic
Corporation in respect of the proposed Notes and asset based
lending agreement. These statements reflect beliefs and assumptions
that are based on Arconic Corporation’s perception of historical
trends, current conditions and expected future developments, as
well as other factors Arconic Corporation believes are appropriate
in the circumstances. Forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties, and
changes in circumstances that are difficult to predict. Although
Arconic Corporation believes that the expectations reflected in any
forward-looking statements are based on reasonable assumptions, it
can give no assurance that these expectations will be attained and
it is possible that actual results may differ materially from those
indicated by these forward-looking statements due to a variety of
risks and uncertainties. Such risks and uncertainties include, but
are not limited to: (a) our ability to successfully enter into the
proposed transactions regarding the Notes and ABL facility on
favorable terms within the intended timing, (b) existing and any
future adverse effects in connection with COVID-19, including,
among other things, severe restrictions on economic activity as a
result of reactions of governmental and other authorities
(including shelter-in-place or stay-at-home orders), the impact on
global supply and demand, the suspension or reduction of operations
by our customers, suppliers and other commercial counterparties,
the impact on our liquidity and financial flexibility, and the
potential for COVID-19 related issues to significantly heighten the
other risks customarily associated with our business; and (c) the
other risk factors summarized in Arconic Corporation’s reports
filed with the U.S. Securities and Exchange Commission (SEC). The
above list of factors is not exhaustive or necessarily in order of
importance. Market projections are subject to the risks discussed
above and other risks in the market. The statements herein are made
as of the date of this release, even if subsequently made available
by Arconic Corporation on its website or otherwise. Arconic
Corporation disclaims any intention or obligation to update
publicly any forward-looking statements, whether in response to new
information, future events, or otherwise, except as required by
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200429005438/en/
Investor Contacts Jason Secore Shane Rourke (412)
315-2984 Investor.Relations@arconic.com
Media Contact Tracie Gliozzi (412) 992-2525
Tracie.Gliozzi@arconic.com
Arconic (NYSE:ARNC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Arconic (NYSE:ARNC)
Historical Stock Chart
From Sep 2023 to Sep 2024