UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 4, 2017 (November 30, 2017)
ARCONIC
INC.
(Exact name of registrant as specified
in its charter)
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Pennsylvania
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1-3610
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25-0317820
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(State or other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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390 Park Avenue, New York,
New York
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10022-4608
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(Address of Principal Executive Offices)
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(Zip Code)
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Office of Investor Relations 212-836-2758
Office of the
Secretary 212-836-2732
(Registrant’s
telephone number, including area code)
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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In connection with the RTI Merger (as defined below), on November
30, 2017, Arconic Inc. (“Arconic” or the “Company”), RTI International Metals, Inc. (“RTI”),
and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) entered into a Fifth Supplemental Indenture
(the “Fifth Supplemental Indenture”) to that certain Indenture, dated as of December 14, 2010, between RTI and the
Trustee, as amended or supplemented by that certain Third Supplemental Indenture, dated as of April 17, 2013, and that certain
Fourth Supplemental Indenture, dated as of July 23, 2015 (as so amended or supplemented, the “Indenture”), pursuant
to which the Company expressly and unconditionally assumed all obligations of RTI under the Indenture and the $403 million aggregate
principal amount of outstanding 1.625% Convertible Senior Notes due 2019 (the “Convertible Notes”) previously issued
by RTI pursuant thereto. The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Fifth Supplemental Indenture, which is included as Exhibit 4.1 hereto
and incorporated into this Item 2.03 by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) Arconic held a special meeting of
shareholders on November 30, 2017.
(b) Set forth below are the results for each of the matters
submitted to a vote of the shareholders. As of the October 5, 2017 record date for the special meeting, there were 481,292,510
shares of Arconic common stock, par value of $1.00 per share (“Common Stock”), outstanding and entitled to vote. Of
this amount, there were 316,386,516 shares of Common Stock represented in person or by proxy at the special meeting.
Item 1
. The proposal to approve the
merger of Arconic with a newly formed direct wholly owned subsidiary of Arconic incorporated in Delaware (“Arconic Delaware”)
in order to effect the change of Arconic’s jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”),
was approved based upon the following votes:
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For
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Against
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Abstain
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312,186,941
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3,779,847
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419,728
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Item 2
. The proposal to approve, on
an advisory basis, that the certificate of incorporation of Arconic Delaware following the Reincorporation (the “Delaware
Certificate”) will not contain any supermajority voting requirements, was approved based upon the following votes:
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For
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Against
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Abstain
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312,447,966
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3,455,069
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483,481
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Item 3
. The proposal to approve, on
an advisory basis, that the Board of Directors of Arconic Delaware following the Reincorporation will be elected on an annual basis
pursuant to the Delaware Certificate, was approved based upon the following votes:
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For
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Against
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Abstain
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313,390,267
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2,563,529
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432,720
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On November 30, 2017, Arconic issued a
press release announcing shareholder approval of the Reincorporation and the other matters submitted to a vote at the special
meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
On November 30, 2017, RTI, a wholly owned subsidiary of Arconic,
merged with and into Arconic, with Arconic as the surviving entity (the “RTI Merger”). The RTI Merger resulted in Arconic
replacing RTI as the issuer and primary obligor under the Convertible Notes as described in Item 2.03 above.
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Item 9.01
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Financial Statements and Exhibits.
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The following are filed as exhibits to this report:
EXHIBIT INDEX
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.
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ARCONIC INC.
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Dated: December 4, 2017
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By:
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/s/ Katherine H. Ramundo
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Name:
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Katherine H. Ramundo
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Title:
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Executive Vice President, Chief Legal Officer
and Secretary
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Exhibit 4.1
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE
(the “
Fifth Supplemental Indenture
”), dated as of November 30, 2017, to the Indenture (defined below) by and
among RTI International Metals, Inc., an Ohio corporation (the “
Company
”), Arconic Inc., a Pennsylvania corporation
(“
Arconic
”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee
under the Indenture (the “
Trustee
”).
WITNESSETH
WHEREAS, the Company
has heretofore executed and delivered to the Trustee an indenture, dated as of December 14, 2010 (the “
Base Indenture
”),
providing for the issuance from time to time of its Securities (as defined in the Base Indenture) to be issued in one or more series
as therein provided;
WHEREAS, the Company
has heretofore executed and delivered to the Trustee, pursuant to the terms of the Base Indenture, a Third Supplemental Indenture,
dated as of April 17, 2013 (the “
Third Supplemental Indenture
”), and a Fourth Supplemental Indenture, dated
as of July 23, 2015 (the “
Fourth Supplemental Indenture
” and, the Base Indenture, as supplemented by the Third
Supplemental Indenture and the Fourth Supplemental Indenture, the “
Indenture
”), and has issued a series of the
Company’s Securities known as its 1.625% Convertible Senior Notes due 2019 (the “
Notes
”);
WHEREAS, the Company
entered into the Agreement and Plan of Merger, dated as of November 30, 2017 (the “
Merger Agreement
”), by and
among the Company and Arconic, pursuant to which, concurrently with the execution of this Fifth Supplemental Indenture, the Company
is being merged with and into Arconic, with Arconic being the surviving corporation in such merger (the “
Merger
”);
WHEREAS, pursuant to
Section 11.01(a) of the Indenture, at the effective time of the Merger (the “
Effective Time
”), the Company is
required to execute with the Trustee and Arconic a supplemental indenture providing for Arconic to assume all the obligations of
the Company under the Notes and the Indenture;
WHEREAS, pursuant to
Sections 10.01, 10.03 and 11.01(a) of the Indenture, in connection with such supplemental indenture, the Company is required to
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel; and
WHEREAS, the Trustee
has received such Officer’s Certificate and Opinion of Counsel;
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, Arconic,
and the Trustee hereby agree as follows:
1.
Capitalized Terms
. Capitalized terms used herein without definition shall have the meanings assigned to them in the
applicable Indenture.
2.
Agreement
of Parties
. Effective as of the Effective Time, Arconic hereby (i) represents and warrants that it is a corporation organized
and validly existing under the laws of the state of Pennsylvania, and (ii) expressly and unconditionally assumes all obligations
of the Company under the Notes and the Indenture, including without limitation the due and punctual payment of the principal of,
premium, if any, and interest on the Notes and the due and punctual performance of all of the covenants and conditions of the
Indenture or established with respect to the Notes pursuant to the Indenture to be performed by the Company with respect to the
Notes. From and after the Effective Time, Arconic shall succeed to and be substituted for and may exercise every right and power
of the Company under the Indenture with the same effect as if Arconic had been named as the Company therein.
3.
Indenture Remains in Full Force and Effect
. Except as supplemented hereby, all provisions of the Indenture shall
remain in full force and effect.
4.
GOVERNING LAW
. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. EACH OF THE COMPANY, ARCONIC, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIFTH SUPPLEMENTAL
INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.
Multiple
Counterparts
. The parties may sign multiple counterparts of this Fifth Supplemental Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent the same agreement.
6.
Effect
of Headings
. The Section headings herein are for convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.
7.
Trustee
. The Trustee accepts the amendment of the Indenture effected by this Fifth Supplemental Indenture and agrees
to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture
as hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely
by the Company and Arconic, or for or with respect to (i) the validity, efficacy, or sufficiency of this Fifth Supplemental Indenture
or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company or Arconic, as applicable, by corporate
action or otherwise, or (iii) the due execution hereof by the Company or Arconic, as applicable, and the Trustee makes no representation
with respect to any such matters.
[
Signature Pages Follow
]
IN WITNESS WHEREOF, the parties hereto have
caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.
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RTI INTERNATIONAL METALS, INC.
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By:
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/s/
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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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[Signature Page – RTI Indenture
- Fifth Supplemental Indenture]
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ARCONIC INC.
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By:
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/s/
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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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[Signature Page – RTI Indenture
- Fifth Supplemental Indenture]
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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/
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Karen Yu
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Name:
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Karen Yu
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Title:
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Vice President
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[Signature Page – RTI Indenture
- Fifth Supplemental Indenture]
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Investor Contact:
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Media Contact:
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Patricia Figueroa
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Christa Zipf
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(212) 836-2758
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(212) 836-2605
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Patricia.Figueroa@arconic.com
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Christa.Zipf@arconic.com
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Arconic
Shareholders Approve Delaware Reincorporation
NEW YORK, November 30, 2017
– Arconic Inc. (NYSE:
ARNC) (the “Company”) announced today that shareholders have approved, at a special meeting held earlier today, the
Company’s reincorporation from Pennsylvania to Delaware.
In order to effect the reincorporation, Arconic shareholders
approved the merger of the Company with a newly formed subsidiary, incorporated in Delaware, which will be the surviving corporation
and retain the Arconic Inc. name following the reincorporation. Shareholders also approved, on an advisory basis, the annual election
of the full Arconic Board of Directors following the reincorporation and that the Company’s post-reincorporation certificate
of incorporation will not contain any supermajority voting requirements.
Arconic currently expects the reincorporation merger to be effective
on or about December 31, 2017.
Additional information about the reincorporation can be found
in Arconic’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission (SEC) on October 16, 2017,
available free of charge at the SEC’s website,
www.sec.gov
, or at
www.arconic.com
.
About Arconic
Arconic (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve complex engineering challenges to transform the way we fly,
drive, build and power. Through the ingenuity of our people and cutting-edge advanced manufacturing techniques, we deliver these
products at a quality and efficiency that ensure customer success and shareholder value. For more information:
www.arconic.com
.
Follow @arconic:
Twitter
,
Instagram
,
Facebook
,
LinkedIn
and
YouTube
.
Dissemination of Company Information
Arconic intends to make future announcements regarding Company
developments and financial performance through its website on
www.arconic.com
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’s expectations, assumptions or projections about the future, other than statements of historical fact,
are forward-looking statements, including, without limitation, forecasts and expectations relating to the aerospace, automotive,
commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance;
and statements about Arconic's strategies, outlook, business and financial prospects. These statements reflect beliefs and assumptions
that are based on Arconic’s perception of historical trends, current conditions and expected future developments, as well
as other factors management 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
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) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets
served by Arconic; (c) 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; (d) changes in discount
rates or investment returns on pension assets; (e) Arconic’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;
(f) the impact of cyber attacks and potential information technology or data security breaches; (g) any manufacturing difficulties
or other issues that impact product performance, quality or safety; (h) political, economic, and regulatory risks in the countries
in which Arconic operates or sells products; (i) material adverse changes in aluminum industry conditions, including fluctuations
in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results;
(k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation,
which can expose Arconic to substantial costs and liabilities; and (l) the other risk factors summarized in Arconic’s Form
10-K for the year ended December 31, 2016, Arconic’s Forms 10-Q for the quarter ended June 30, 2017 and other reports filed
with the Securities and Exchange Commission. Arconic 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. Market projections
are subject to the risks discussed above and other risks in the market.