ARCONIC INC. (NYSE:ARNC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03.
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”), 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 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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a)Arconic held a special meeting of shareholders on November30, 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.
Item1.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:
| For | Against | Abstain |
| 312,186,941 | 3,779,847 | 419,728 |
Item2.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:
| For | Against | Abstain |
| 312,447,966 | 3,455,069 | 483,481 |
Item3.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 to the Delaware Certificate, was approved based upon the following votes:
| For | Against | Abstain |
| 313,390,267 | 2,563,529 | 432,720 |
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.
| Item 9.01 | Financial Statements and Exhibits. |
The following are filed as exhibits to this report:
EXHIBIT INDEX
Arconic Inc. ExhibitEX-4.1 2 tv480594_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”),…To view the full exhibit click here
About ARCONIC INC. (NYSE:ARNC)
Arconic Inc., formerly Alcoa Inc., is engaged in providing materials and engineered products. The Company operates through segments, including Global Rolled Products, Engineered Products and Solutions, and Transportation and Construction Solutions. The Company offers engineered products and solutions, including fastening systems and rings, titanium and engineered products, power and propulsion, and forgings and extrusions. Its transportation and construction solutions include wheel and transportation products; building and construction systems, and extrusions. Its global rolled products include aerospace and automotive products; Micromill products and services, and brazing, commercial transportation and industrial solutions. It offers a range of aluminum sheet and plate products for the aerospace, automotive, commercial transportation, brazing and industrial markets. The Company’s product portfolio is focused on Arconic Micromill technology.