Exhibit 4.1
SIXTH SUPPLEMENTAL INDENTURE, dated as of May 6, 2020 (the “Sixth
Supplemental Indenture”), between HOWMET AEROSPACE INC. (f/k/a Arconic Inc.), a Delaware corporation (the “Company”)
having its principal office at 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania, and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as successor trustee (herein called the “Trustee”).
RECITALS OF THE COMPANY
The Company and the Trustee are parties
to an Indenture dated as of September 30, 1993 (the “Base Indenture” and as supplemented by the First Supplemental
Indenture dated as of January 25, 2007, the Second Supplemental Indenture dated as of July 15, 2008 and the Fourth Supplemental
Indenture dated as of December 31, 2017, the “Indenture”), governing securities including the Company’s
outstanding 5.40% Notes due 2021 (the “Notes”). Capitalized terms used herein, not otherwise defined, shall
have the same meanings given them in the Indenture. References herein to Sections are to sections of the Base Indenture as previously
amended by the supplemental indentures referenced in this paragraph to the extent applicable.
Effective March 31, 2020, the Company
has changed its name from Arconic Inc. to Howmet Aerospace Inc., by means of an amendment to its certificate of incorporation,
as filed with the Secretary of State of the State of Delaware, on March 30, 2020.
Section 902 provides that a supplemental
indenture may be entered into by the Company and the Trustee for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of Holders of Securities of a series
with the consent of not less than 50% in principal amount of the then Outstanding Securities of the series affected by the supplemental
indenture (the “Required Consents”).
The Company has conducted a tender offer
(the “Offer”) to purchase for cash a portion of the outstanding Notes, upon the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation Statement dated as of April 22, 2020, as amended or supplemented through
the date hereof (the “Offer to Purchase and Consent Solicitation Statement”).
In connection with the Offer and forming
a part thereof, the Company has solicited (the “Solicitation”) consents of the Holders of the Notes to effect
certain amendments to the Indenture as applicable to the Notes as described in the Offer to Purchase and Consent Solicitation Statement
and set forth in this Sixth Supplemental Indenture.
Pursuant to the Solicitation, the Required
Consents in respect of the Notes have been validly delivered and not validly revoked.
The Company has requested the Trustee
to join with it in the execution and delivery of this Sixth Supplemental Indenture in order to supplement and amend the Indenture
and the Securities solely with respect to the Notes.
The Company has determined that this Sixth
Supplemental Indenture complies with Section 902.
The Company represents and warrants that
all things necessary to make this Sixth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance
with the terms of the Indenture, and a valid amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL
INDENTURE WITNESSETH:
In consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
I. AMENDMENTS TO THE INDENTURE
Following the execution and delivery by
the Company and the Trustee of this Sixth Supplemental Indenture, the terms hereof shall become operative on the initial date (the
“Operative Date”) of acceptance for purchase by the Company of the Notes validly tendered in the tender offer
contemplated by the Offer to Purchase and Consent Solicitation Statement. Effective as of the Operative Date, this Sixth Supplemental
Indenture hereby amends the Indenture and the Notes as provided for herein. If the Operative Date does not occur, then the terms
of this Sixth Supplemental Indenture shall be null and void and the Indenture and the Notes shall continue in full force and effect
without any modification or amendment hereby.
As of the Operative Date, solely with respect
to the Notes:
A. Section 106 (Notice to Holders of Securities;
Waiver) is hereby amended to add the following at the end of such section:
Except as otherwise specified
herein, so long as any Securities are registered in the name of Cede & Co., as nominee for The Depository Trust Company, or
another Depositary, and subject to any listing requirements, notices, reports and other information that are required to be sent
to the Holders of such Securities may be given by delivery of the relevant notice to The Depository Trust Company for communication
by The Depository Trust Company to entitled participants and account holders of such clearing systems.
B. Each of clauses (3), (4), (5), (6), (7)
and (8) of Section 501 (Events of Default) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.”
All textual references in the Indenture exclusively relating to clauses (3), (4), (5), (6), (7) and (8) of Section 501 and any
and all obligations thereunder are hereby deleted, and such clauses, references and obligations shall be of no further force or
effect.
C. Section 515 (Waiver of Usury, Stay or
Extension Laws) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references
in the Indenture to Section 515 and any and all obligations thereunder are hereby deleted, and such section, references and obligations
shall be of no further force or effect.
D. Section 704 (Reports by Company) is hereby
amended and restated in its entirety so that Section 704 reads as follows:
The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof,
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act. To the extent
such information, documents or reports are filed with the Commission and required to be delivered to the Trustee or the Holders,
the availability of such information, documents or reports on the Commission's Electronic Data Gathering Analysis and Retrieval
system or any successor thereto or the Company's website will be deemed to have satisfied such delivery requirements to the Trustee
or the Holders, as applicable.
E. Section 801 (Company May Consolidate,
Etc., Only on Certain Terms) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.”
All textual references in the Indenture to Section 801 and any and all obligations thereunder are hereby deleted, and such section,
references and obligations shall be of no further force or effect.
F. Section 1005 (Corporate Existence) is
hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture
to Section 1005 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be
of no further force or effect.
G. Section 1006 (Maintenance of Properties)
is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the
Indenture to Section 1006 and any and all obligations thereunder are hereby deleted, and such section, references and obligations
shall be of no further force or effect.
H. Section 1007 (Payment of Taxes and Other
Claims) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references
in the Indenture to Section 1007 and any and all obligations thereunder are hereby deleted, and such section, references and obligations
shall be of no further force or effect.
I. Section 1008 (Purchase of Securities
by Company or Subsidiary) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All
textual references in the Indenture to Section 1008 and any and all obligations thereunder are hereby deleted, and such section,
references and obligations shall be of no further force or effect.
J. Section 1009 (Limitation on Liens) is
hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture
to Section 1009 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be
of no further force or effect.
K. Section 1010 (Limitation on Sale and
Lease-Back) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references
in the Indenture to Section 1010 and any and all obligations thereunder are hereby deleted, and such section, references and obligations
shall be of no further force or effect.
L. The second sentence of Section 1102 (Election
to Redeem; Notice to Trustee) is hereby amended to read as follows:
In case of any redemption at the
election of the Company of less than all the Securities of any series the Company will notify the Trustee at least five Business
Days prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the Redemption Date, the
aggregate principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed.
M. Section 1104 (Notice of Redemption) is
hereby amended to replace the number 30 with the number 15 in the first sentence of Section 1104.
N. Section 1104 (Notice of Redemption) is
hereby amended to add the following to the end of such section:
Any notice of redemption of Securities
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 applicable Securities on the Redemption Date
or otherwise.
In the event a notice of redemption
contains such a condition or conditions and the Company determines that any or all such conditions will not be satisfied prior
to the Redemption Date, the Company shall provide written notice to the Trustee prior to the close of business at least one Business
Day prior to the Redemption Date. Such notice may provide that the redemption notice shall be rescinded and the redemption shall
not occur, as determined by the Company in accordance with the preceding paragraph and, upon receipt of such notice, the notice
of redemption shall be rescinded and the redemption shall not occur, as provided in such notice. Upon receipt of such notice, the
Trustee shall provide such notice to each Holder of the applicable Securities in the same manner in which the notice of redemption
was provided.
O. The first sentence of the first paragraph
of Section 1106 (Securities Payable on Redemption Date) is hereby amended to read as follows:
Notice of redemption having been
given as aforesaid and, in the case of a conditional notice of redemption, not thereafter rescinded in accordance with Section
1104, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if
any) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to
be redeemed, except to the extent provided below, shall be void.
P. The last paragraph of Section 1106 (Securities
Payable on Redemption Date) is hereby amended to read as follows:
Except, in the case of a redemption
of Securities to be redeemed at the option of the Company, where the redemption notice therefor has been rescinded in accordance
with Section 1104, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal
and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.
Q. Each of clauses (2), (3), (4), (5), (6),
(7) and (9) of Section 1304 (Conditions to Defeasance or Covenant Defeasance) is hereby deleted in its entirety and replaced with
the text “Intentionally omitted.” All textual references in the Indenture exclusively relating to clauses (2), (3),
(4), (5), (6), (7) and (9) of Section 1304 and any and all obligations thereunder are hereby deleted, and such clauses, references
and obligations shall be of no further force or effect.
R. All definitions in the Indenture which
are used exclusively in the sections and clauses deleted pursuant to the foregoing provisions of this Sixth Supplemental Indenture
or whose sole use or uses in the Indenture were eliminated in the amendments set forth above are hereby deleted. All cross-references
in the Indenture to sections and clauses deleted by the foregoing provisions shall also be deleted in their entirety.
S. To the extent that the Notes include
any of the sections, clauses or definitions to be deleted or amended pursuant to the foregoing provisions of this Sixth Supplemental
Indenture, such provisions of the Notes shall be deemed deleted or amended as applicable.
II. GENERAL PROVISIONS
A. The recitals contained herein shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes
no representation as to the validity of this Sixth Supplemental Indenture. The Indenture, as supplemented and amended by this Sixth
Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
B. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Each party agrees that this Sixth Supplemental Indenture may be electronically or digitally signed,
and that any such electronic or digital signatures appearing on this Sixth Supplemental Indenture are the same as handwritten signatures
for the purposes of validity, enforceability and admissibility.
C. This Sixth Supplemental Indenture shall
have effect solely with respect to the Notes and shall not alter or amend the terms applicable to any other securities issued pursuant
to the Base Indenture as amended.
D. The Company hereby certifies that this
Sixth Supplemental Indenture conforms to the current requirements of the Trust Indenture Act.
E. This Sixth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
F. Henceforth, all references in the Indenture
and the Securities to the “Company” shall be deemed to be references to Howmet Aerospace Inc.
[Signature Pages Follow]
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HOWMET AEROSPACE INC.
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By
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/s/ Peter
Hong
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Name:
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Peter Hong
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Title:
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Vice President and Treasurer
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
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By
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/s/ Shannon
Matthews
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Name:
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Shannon Matthews
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Title:
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Agent
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[Signature Page to the Sixth Supplemental Indenture]
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Investor Contact:
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Media Contact:
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Paul T. Luther
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Paul Erwin
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(412) 553-1950
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(412) 553-2666
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Paul.Luther@howmet.com
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Paul.Erwin@howmet.com
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Howmet Aerospace Announces Early Tender
Results of its
Note Tender Offers and Consent Solicitation,
Extension of Early Tender Premium and Increase in Tender Offer Size
PITTSBURGH, May 6, 2020 – Howmet Aerospace
Inc. (NYSE: HWM) (“Howmet Aerospace” or the “Company”) announced today the early tender results of its
previously announced tender offers in respect of its 5.40% Notes due 2021 (the “2021 Notes”) and its 5.87% Notes due
2022 (the “2022 Notes”). Additionally, Howmet Aerospace announced that it is extending the deadline for receiving the
early tender premium in respect of each tender offer through the expiration date, and that it has increased the tender cap related
to the 2022 Notes from $210,000,000 to $300,000,000. The tender cap related to the 2021 Notes remains unchanged. Because the deadline
for receiving the early tender premium has been extended through the expiration date, all holders whose notes are accepted for
purchase will receive the total consideration including the early tender premium. No terms of the previously announced tender offers
have changed other than the increase to the tender cap related to the 2022 Notes and extension of the deadline for receiving the
early tender premium.
The Company’s tender offer in respect
of the 2021 Notes includes a solicitation of consents to amend the related indenture (and references to the offer in respect of
the 2021 Notes include that solicitation), while the Company’s tender offer in respect of the 2022 Notes does not include
any consent solicitation. Howmet Aerospace has received the consents necessary to effect the proposed amendments to the indenture
governing the 2021 Notes, which will, among other things, eliminate substantially all of the restrictive covenants and certain
events of default applicable to the 2021 Notes.
According to information received from Global
Bondholder Services Corporation, the tender and information agent for the tender offers, as of 5:00 p.m., New York City time, on
May 5, 2020 (which was the initial “early tender deadline”), the Company had received valid tenders from holders of
the notes as outlined in the table below.
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Series
of Notes
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CUSIP
Number
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Aggregate
Principal Amount Outstanding
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Tender
Cap(1)
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Principal
Amount Tendered
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Tender
Consideration(2)
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Early
Tender Premium(2)
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Total
Consideration(2)(3)
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5.40% Notes due 2021
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013817AV3
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$
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950,000,000
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$
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785,000,000
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$
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561,417,000
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$
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980.00
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$
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50.00
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$
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1,030.00
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5.87% Notes due 2022
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013817AQ4
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$
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627,182,000
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$
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300,000,000
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$
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146,642,000
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$
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992.50
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$
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50.00
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$
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1,042.50
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(1)
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Represents maximum aggregate purchase price of notes to be accepted for purchase by Howmet Aerospace,
exclusive of accrued and unpaid interest.
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(2)
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Per $1,000 principal amount of notes validly tendered (and not validly withdrawn) and accepted
for purchase by Howmet Aerospace. Excludes accrued and unpaid interest, which will be paid on notes accepted for purchase by Howmet
Aerospace as described below.
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(3)
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Includes the $50.00 early tender premium. Because the deadline for receiving the early tender premium
has been extended through the expiration date, all holders whose notes are accepted for purchase will receive the total consideration
including the early tender premium.
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Howmet Aerospace expects
the early settlement date to occur on May 7, 2020 for the notes tendered at or prior to the early tender deadline. Howmet Aerospace
expects to accept for purchase all of the tendered notes. The deadline for holders to validly withdraw tenders of notes (or revoke
consents related to the 2021 Notes) has passed. Accordingly, notes that have been validly tendered on or prior to the early tender
deadline cannot be withdrawn, except as provided for in the Offer to Purchase and Consent Solicitation Statement or required by
applicable law.
The tender offers will
expire at 12:01 a.m., New York City time, on May 20, 2020, unless extended, earlier expired or terminated by Howmet Aerospace (such
time and date, as the same may be extended, earlier expired or terminated by Howmet Aerospace in its sole discretion, subject to
applicable law, the “expiration date”).
Holders of notes who
validly tendered and did not validly withdraw their notes and, in the case of the 2021 Notes, validly delivered and did not validly
revoke their consents at or prior to the initial early tender deadline will receive the total consideration, which includes the
early tender premium for the notes of $50.00 per $1,000 principal amount of notes tendered. Because the deadline for receiving
the early tender premium has been extended through the expiration date, all holders whose notes are accepted for purchase will
also receive the total consideration including the early tender premium, as set forth in the table above. Accrued and unpaid interest
will be paid on all notes validly tendered and accepted for purchase from the last interest payment date up to, but not including,
the applicable settlement date.
If purchasing all of
the validly tendered and not validly withdrawn notes of a given series on the final settlement date would cause the applicable
tender cap to be exceeded on the final settlement date, Howmet Aerospace will accept for purchase such notes on a pro rata basis,
so as to not exceed the applicable tender cap (with adjustments to avoid the purchase of notes in a principal amount other than
in integral multiples of $1,000 or the return to any holders of an amount less than the minimum denomination).
If proration of the
tendered notes of either series is required, Howmet Aerospace will determine the final proration factor as soon as practicable
after the expiration date and after giving effect to any increase or decrease in, or elimination of, the applicable tender cap
(which Howmet Aerospace reserves the right, but is under no obligation, to do at any time without extending the withdrawal deadline,
subject to applicable law).
Howmet Aerospace will
purchase any remaining notes that have been validly tendered and not validly withdrawn after the initial early tender deadline
and at or prior to the expiration date, subject to the tender cap and all conditions to the tender offers having been satisfied
or waived by Howmet Aerospace, on a date following the expiration date. The final settlement date is expected to occur promptly
following the expiration date, and is currently expected to occur on May 21, 2020, unless extended by Howmet Aerospace. Tenders
of notes and delivery of consents submitted after the expiration date will not be valid.
Howmet Aerospace has
retained J.P. Morgan Securities LLC to act as the lead dealer manager and solicitation agent, Citigroup Global Markets Inc. and
Goldman Sachs & Co. LLC to act as the co-dealer managers and solicitation agents and Global Bondholder Services Corporation
to act as the tender and information agent for the tender offers. For additional information regarding the terms of the tender
offers, please contact J.P. Morgan Securities LLC collect at (212) 834-3424 or toll-free at (866) 834-4666. Requests for copies
of the Offer to Purchase and Consent Solicitation Statement and questions regarding the tendering of notes and delivery of consents
may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (866) 470-4300 (all others,
toll-free) or email contact@gbsc-usa.com.
This press release
is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell
any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or
solicitation in any jurisdiction in which such offer or solicitation is unlawful. Holders of the notes of either series are urged
to carefully read the Offer to Purchase and Consent Solicitation Statement, which sets forth a more detailed description of the
tender offers, before making any decision with respect to the tender offers.
None of Howmet Aerospace,
the tender and information agent, the dealers managers and solicitation agents or the trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to whether holders should tender their notes pursuant to either
tender offer and deliver related consents, and no one has been authorized by any of them to make such a recommendation. Holders
must make their own decisions as to whether to tender their notes, and, if so, the principal amount of notes to tender.
About Howmet Aerospace
Howmet Aerospace Inc.,
headquartered in Pittsburgh, Pennsylvania, is a leading global provider of advanced engineered solutions for the aerospace and
transportation industries. The Company’s primary businesses focus on jet engine components, aerospace fastening systems,
and titanium structural parts necessary for mission-critical performance and efficiency in aerospace and defense applications,
as well as forged wheels for commercial transportation.
Forward-Looking Statements
This press release
contains statements that relate to future events and expectations. Forward-looking statements include those containing such words
as “anticipates,” “believes,” “could,” “expects,” “forecasts,” “guidance,”
“intends,” “may,” “outlook,” “plans,” “projects,” “targets,”
“will,” “would,” or other words of similar meaning. All statements that reflect Howmet Aerospace’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 tender offers and any future
actions by Howmet Aerospace in respect of the notes. These statements reflect beliefs and assumptions that are based on Howmet
Aerospace’s perception of historical trends, current conditions and expected future developments, as well as other factors
Howmet Aerospace 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, which could cause actual results
to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a)
the tender offers and the receptiveness of Howmet Aerospace’s holders of notes to the consent solicitation; (b) the impact
of the separation on the businesses of Howmet Aerospace; (c) deterioration in global economic and financial market conditions generally,
including as a result of pandemic health issues (including coronavirus and its effects, among other things, on global supply, demand,
and distribution disruptions as the coronavirus outbreak continues and results in an increasingly prolonged period of travel, commercial
and/or other similar restrictions and limitations); (d) unfavorable changes in the markets served by Howmet Aerospace; (e) the
inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal
discipline, or strengthening of competitiveness and operations anticipated or targeted; (f) competition from new product offerings,
disruptive technologies or other developments; (g) political, economic, and regulatory risks relating to Howmet Aerospace’s
global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (h)
manufacturing difficulties or other issues that impact product performance, quality or safety; (i) Howmet Aerospace’s inability
to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility
closures, curtailments, expansions, or joint ventures; (j) the impact of potential cyber attacks and information technology or
data security breaches; (k) the loss of significant customers or adverse changes in customers’ business or financial conditions;
(l) adverse changes in discount rates or investment returns on pension assets; (m) the impact of changes in aluminum prices and
foreign currency exchange rates on costs and results; (n) the outcome of contingencies, including legal proceedings, government
or regulatory investigations, and environmental remediation, which can expose Howmet Aerospace to substantial costs and liabilities;
and (o) the other risk factors summarized in Howmet Aerospace’s Form 10-K for the year ended December 31, 2019 and other
reports filed with the U.S. Securities and Exchange Commission (SEC). Market projections are subject to the risks discussed above
and other risks in the market. The statements in this press release are made as of the date of this press release, even if subsequently
made available by Howmet Aerospace on its website or otherwise. Howmet Aerospace 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.