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): March 3, 2021 (March 3, 2021)

 

ARCONIC CORPORATION
(Exact name of registrant as specified in its charter)

 
Delaware
001-39162
84-2745636
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

201 Isabella Street, Suite 400
 
Pittsburgh, Pennsylvania
15212-5872
(Address of principal executive offices)
(Zip Code)

(412) 992-2500
(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:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ARNC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐

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. ☐

Item 1.01    Entry Into a Material Definitive Agreement.
On March 3, 2021, Arconic Corporation (the “Company”) completed the issuance and sale of $300 million aggregate principal amount of additional 6.125% Senior Secured Second-Lien Notes due 2028 (the “Additional Notes”).  The offering and sale of the Additional Notes was made through 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 Company estimates that the net proceeds from the sale of the Additional Notes are approximately $314,000,000, after deducting discounts and commissions to the initial purchasers and estimated expenses of the offering.  The Company intends to use the net proceeds from the offering for general corporate purposes, including to fund the annuitization of certain of its pension plan obligations.

The Additional Notes were issued pursuant to an Indenture, dated February 7, 2020 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of March 30, 2020 (the “First Supplemental Indenture”) and as further supplemented by a second supplemental indenture, dated as of the date hereof (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), in each case among the Company, the guarantors party thereto, U.S. Bank National Association, as trustee (the “Trustee”), U.S. Bank National Association, as notes collateral agent (the “Notes Collateral Agent”), and U.S. Bank National Association, as registrar, paying agent and authenticating agent, governing the Company's existing 6.125% Senior Secured Second-Lien Notes due 2028 (the “Existing Notes”, together with the Additional Notes, the “Notes”). The Additional Notes are part of a single series with the Existing Notes and have the same terms as the Existing Notes, other than with respect to the date of issuance and issue price.

The Notes mature on February 15, 2028. Interest on the Notes accrues at 6.125% per annum and will be paid semi-annually, in arrears, on February 15 and August 15 of each year. The next interest payment date is August 15, 2021.

The Notes are unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis by each of the Company’s wholly owned domestic subsidiaries that are guarantors (the “Guarantors”) under the ABL Credit Agreement, dated May 13, 2020, (the “ABL Credit Agreement”) or the 6.000% First Lien Notes due 2025 ( the “First Lien Notes”). The Notes and such guarantees are secured on a second-priority basis by the collateral, subject to the First Lien-Second Lien Intercreditor Agreement (as defined in the Indenture).

On and after February 15, 2023, the Company may redeem all or a portion of the Notes at the redemption prices (expressed in percentages of principal amount on the redemption date) set forth under the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. At any time prior to such date, the Company may redeem all or a portion of the Notes at the “make-whole” redemption prices set forth under the Indenture. Additionally, at any time prior to February 15, 2023, the Company may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.125% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net cash proceeds of certain equity offerings.

The Indenture limits the Company’s and its restricted subsidiaries’ ability to, among other things, make investments, loans, advances, guarantees and acquisitions; incur or guarantee additional debt and issue certain disqualified equity interests and preferred stock; make certain restricted payments, including a limit on dividends on equity securities or payments to redeem, repurchase or retire equity securities or other indebtedness; dispose of assets; create liens on assets to secure debt; engage in transactions with affiliates; enter into certain restrictive agreements; and consolidate, merge, sell or otherwise dispose of all or substantially all of their or a Guarantor’s assets. These covenants are subject to a number of limitations and exceptions.

Additionally, upon certain events constituting a change of control under the Indenture, the Company will be required to make an offer to repurchase the Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Further, if the Company or its restricted subsidiaries sell assets, under certain circumstances and subject to certain conditions, the Company will be required to use any excess net proceeds of such sale above $100 million to offer to purchase outstanding Notes at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture.

The Indenture also provides for customary events of default, which may cause the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to become, or to be declared, due and payable. Events of default (subject in certain cases to customary grace and cure periods) include, among others, default in payment of principal or premium on the Notes, default for 30 days or more in the payment of interest on the Notes, failure to perform or comply with certain obligations, covenants or agreements contained in the Indenture or the Notes, default under certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, certain events of bankruptcy or insolvency and failure of certain security interests to be valid, subject to certain limitations and exceptions.

The foregoing description of the Indenture set forth under this Item 1.01 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture which was filed as Exhibit 10.14 to Amendment No. 2 to Arconic Corporation’s registration statement on Form 10-12B/A on February 7, 2020 and is incorporated herein by reference, the First Supplemental Indenture which was filed as Exhibit 4.2 to Arconic Corporation’s Current Report on Form 8-K on April 3, 2020 and is incorporated herein by reference, and the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 8.01    Other Events.
On March 3, 2021, the Company issued a press release announcing the closing of the issuance and sale of the Additional Notes.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit
   
4.1

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.

Date: March 3, 2021

 
ARCONIC CORPORATION
 
 
 
 
By:
  /s/ Erick R. Asmussen
 
Name:
Erick R. Asmussen
 
 Title:
Executive Vice President and Chief Financial Officer


Exhibit 4.1


SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 3, 2021 (the “Issue Date”), among Arconic Corporation, a Delaware corporation (the “Issuer”), the Guarantors party hereto (the “Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”) and U.S. Bank National Association, as second priority collateral agent (the “Second Priority Collateral Agent”).
WITNESSETH
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee that certain Indenture dated as of February 7, 2020 (the “Original Issue Date”), as supplemented by the First Supplemental Indenture, dated as of March 30, 2020, and this Supplemental Indenture (such Indenture, as so supplemented, the “Indenture”) and pursuant thereto has issued $600,000,000 aggregate principal amount of 6.125% Senior Secured Second‑Lien Notes due 2028 (the “Existing Notes”);
WHEREAS, Section 2.14 of the Indenture provides that the Issuer may issue, in accordance with the terms of the Indenture, Additional Notes under the Indenture with identical terms as the Existing Notes issued on the Original Issue Date, other than with respect to the date of issuance and the issue price;
WHEREAS, the Issuer and the Guarantors have entered into that certain Purchase Agreement dated as of February 24, 2021, among themselves and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several initial purchasers listed in Schedule I thereto, pursuant to which on the date hereof, the Issuer will issue an additional $300,000,000 of 6.125% Senior Secured Second-Lien Notes due 2028 as Additional Notes (the “New Notes”);
WHEREAS, the New Notes will have identical terms and conditions as the Existing Notes, other than with respect to the date of issuance and issue price;
WHEREAS, a duly authorized Officer of the Issuer has heretofore executed and delivered to the Trustee an Officer’s Certificate (the “Additional Notes Certificate”) establishing the terms of the New Notes in accordance with Section 2.14 of the Indenture;
WHEREAS, in connection with the issuance of the Existing Notes, the Issuer and certain of its subsidiaries entered into certain mortgages, deeds of trusts and other security documents creating security interests or liens on certain Collateral constituting real property (the “Existing Mortgages”), which Existing Mortgages, as amended, supplemented or amended and restated, secure the then-outstanding Second Priority Obligations;
WHEREAS, the Issuer intends by this Supplemental Indenture to establish certain obligations in connection with the issuance of the New Notes in order to ensure that the Existing Mortgages continue to secure all of the outstanding Second Priority Obligations;
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WHEREAS, pursuant to Section 9.01(h) of the Indenture, the Issuer, the Guarantors, the Trustee and the Second Priority Collateral Agent are authorized to enter into this Supplemental Indenture without the consent of any Holder; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid, binding and legal agreement of the Issuer and the Guarantors, have been done.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
(a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
MORTGAGE AMENDMENTS
SECTION 2.01. Mortgage Amendments.
The Issuer and each of the Guarantors shall complete the recordation of amendments, supplements to, or amendments and restatements of, the Existing Mortgages and shall deliver to the Second Priority Collateral Agent date-down/modification endorsements to the title insurance policies insuring the Existing Mortgages, as amended by the amendments, supplements or amendment and restatement of the Existing Mortgages, and enforceability opinions from local counsel in each jurisdiction in which a mortgaged property is located in form and substance reasonably satisfactory to the Representative, in each case, as promptly as reasonably practicable after the Issue Date (but in any event no later than 90 days after the Issue Date or, if the applicable recording office is not open or accepting documents for recordation, as soon as practicable following the completion of such 90-day period using commercially reasonable efforts).  The Second Priority Collateral Agent may conclusively assume that any endorsements, opinions or other documentation delivered to it pursuant to this Section 2.01 meet the requirements of this Section 2.01, including, without limitation, as to the condition that the Representative determined that a document was reasonably satisfactory to it.
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification of the Indenture; Supplemental Indenture Part of Indenture.
The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.02. Governing Law.
THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.03. Counterparts; Electronic Signatures.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  The words “execution,” signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreement or document related to this Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 3.04. Effect of Headings.
The section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.05. The Trustee and the Agents.
The Trustee and the Agents shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.
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[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
 
ARCONIC CORPORATION
   
   
 
By:
 
   
/s/ Jason Secore
   
Name:
Jason Secore
   
Title:
Vice President and Treasurer

 
Arconic Aerospace Laminates Inc., Arconic Lancaster Corp., Arconic Properties Inc., Arconic Tube Specialties Inc., Arconic Wireless Network Services Inc., Caradco, Inc., Halethorpe Extrusions, Inc., Halethorpe Services, Inc., Kawneer Aluminium Deutschland Inc., Kawneer Company, Inc., Plant City Extrusions Corporation, RMC Texas, Inc. and Pimalco, Inc.
   
 
By:
 
   
/s/ Jason Secore
   
Name:
Jason Secore
   
Title:
Vice President and Treasurer
       
       
 
ARCONIC CORPORATION, as sole Member of each of:
   
  Alumax LLC, Arconic Architectural Products LLC, Arconic Davenport LLC, Arconic Lafayette LLC, Arconic Massena LLC, Arconic Technologies LLC, Arconic Tennessee LLC, Arconic Service LLC and Kawneer Commercial Windows LLC
   
 
By:
 
   
/s/ Jason Secore
   
Name:
Jason Secore
   
Title:
Vice President and Treasurer


[Signature Page to Supplemental Indenture]


 
U.S. BANK NATIONAL ASSOCIATION, as Trustee
   
   
 
By:
/s/ Michael Judge
   
Name:   Michael Judge
   
Title:     Vice President


 
U.S. BANK NATIONAL ASSOCIATION, as Second Priority Collateral Agent
   
   
 
By:
/s/ Michael Judge
   
Name:   Michael Judge
   
Title:     Vice President


[Signature Page to Supplemental Indenture]
Exhibit 99.1

Arconic Announces Closing of $300 Million of Additional Notes Offering

PITTSBURGH--(BUSINESS WIRE)--March 3, 2021--Arconic Corp. (NYSE: ARNC) (“Arconic” or “the Company”) announced today that it closed its offering of an additional $300 million aggregate principal amount of the Company’s 6.125% Senior Secured Second-Lien Notes due 2028 (the “Additional Notes”). The Additional Notes were sold at 106.25% of par and the Company expects net proceeds of approximately $314 million.

Chief Executive Officer Tim Myers said, “We remain committed to reducing our legacy pension obligations and these add-on notes position us to fund a significant pension annuitization in the first half of 2021 while preserving our liquidity profile. The intended annuitization will effectively replace certain pension obligations, which have risks related to mortality and variable interest rates that are beyond our control, with long maturity notes that have a fixed obligation.”

The Company intends to use the net proceeds of the issuance of the Additional Notes for general corporate purposes, including to fund the annuitization of certain pension plan obligations. The Additional Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company’s wholly-owned domestic subsidiaries, on a senior secured second-priority basis. Each of the Additional Notes and the related guarantees are secured on a second-priority basis by liens on certain assets of the Company. The Additional Notes were issued under the indenture governing the Company's existing 6.125% Senior Secured Second-Lien Notes due 2028 (the “Existing Notes”). The Additional Notes are treated as a single series with the Existing Notes and have the same terms as the Existing Notes, other than with respect to the date of issuance and issue price.

The Additional Notes and related guarantees were 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 Additional 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.

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, building and construction, industrial and packaging 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’s expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the intended use of proceeds from the Additional Notes offering, related financing plans and any future actions by Arconic. 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 Arconic Corporation believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance. Although Arconic Corporation believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not 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, uncertainties and changes in circumstances, many of which are beyond Arconic’s control. Such risks and uncertainties include, but are not limited to the risk factors summarized in Arconic Corporation’s Form 10-K for the year ended December 31, 2020, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Market projections are subject to the risks discussed in Arconic’s reports 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 on its website or otherwise. 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.

Contacts

Investors
Jason Secore
Shane Rourke
(412) 315-2984
Investor.Relations@arconic.com

Media
Tracie Gliozzi
(412) 992-2525
Tracie.Gliozzi@arconic.com


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