ARCONIC INC. (NYSE:ARNC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In connection with the Reincorporation, on December 31, 2017, Arconic Pennsylvania, Arconic Delaware, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “2010 Indenture Trustee”) entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to that certain Indenture, dated as of December 14, 2010, between Arconic Pennsylvania and the 2010 Indenture Trustee, as amended or supplemented by that certain Third Supplemental Indenture, dated as of April 17, 2013, that certain Fourth Supplemental Indenture, dated as of July 23, 2015, and that certain Fifth Supplemental Indenture, dated as of November 30, 2017 (as so amended or supplemented, the “2010 Indenture”), to which Arconic Delaware expressly and unconditionally assumed all obligations of Arconic Pennsylvania under the 2010 Indenture and the $403 million aggregate principal amount of outstanding 1.625% Convertible Senior Notes due 2019 (the “Convertible Notes”) previously issued thereto. As a result of the Reincorporation, the Convertible Notes have become convertible into shares of Arconic Delaware common stock. The Sixth Supplemental Indenture was also executed to reflect this change. The foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth Supplemental Indenture, which is included as Exhibit 4.2 hereto and incorporated by reference herein.
On December 31, 2017, also in connection with the Reincorporation, Arconic Pennsylvania, Arconic Delaware, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “1993 Indenture Trustee”) entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to that certain Indenture, dated as of September 30, 1993, between Arconic Pennsylvania and the 1993 Indenture Trustee, as amended or supplemented by that certain First Supplemental Indenture, dated as of January 25, 2007, and that certain Second Supplemental Indenture, dated as of July 15, 2008 (as so amended or supplemented, the “1993 Indenture”), to which Arconic Delaware assumed the due and punctual payment of the principal of (and premium, if any) and interest on the $500 million aggregate principal amount of outstanding 5.72% Notes due 2019, $1 billion aggregate principal amount of outstanding 6.150% Notes due 2020, $1.25 billion aggregate principal amount of outstanding 5.40% Notes due 2021, $627 million aggregate principal amount of outstanding 5.87% Notes due 2022, $1.25 billion aggregate principal amount of outstanding 5.125% Notes due 2024, $625 million aggregate principal amount of outstanding 5.90% Notes due 2027, $300 million aggregate principal amount of outstanding 6.75% Bonds due 2028, and $625 million aggregate principal amount of outstanding 5.95% Notes due 2037, in each case previously issued to the 1993 Indenture, and the performance of every covenant to be performed or observed by Arconic Pennsylvania under the 1993 Indenture. The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Supplemental Indenture, which is included as Exhibit 4.3 hereto and incorporated by reference herein.
On December 31, 2017, also in connection with the Reincorporation, Arconic Delaware and Citibank, N.A., as administrative agent, entered into an Assumption Agreement (the “Assumption Agreement”) to which Arconic Delaware agreed to be bound by the terms and provisions applicable to Arconic Pennsylvania as a borrower under that certain Five-Year Revolving Credit Agreement, dated as of July 25, 2014, as amended by that certain Extension Request and Amendment Letter, dated June 5, 2015, and that certain Amendment No. 1 to Credit Agreement, dated as of September 16, 2016 (as so amended, the “Five-Year Revolving Credit Agreement”). The foregoing description of the Assumption Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Assumption Agreement, which is included as Exhibit 4.4 hereto and incorporated by reference herein.
In general, in connection with the Reincorporation, Arconic Delaware assumed all of the financial obligations and liabilities of Arconic Pennsylvania which were outstanding as of the effective time of the Reincorporation.
| Item 1.01. | Material Modification to Rights of Security Holders. |
The disclosures set forth under the heading “Reincorporation” in Item 1.01 are incorporated by reference into this Item 1.01.
| Item 1.01. | Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
The disclosures set forth under the heading “Reincorporation” in Item 1.01 are incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger, dated October 12, 2017, by and between Arconic Inc., a Pennsylvania corporation, and Arconic Inc., a Delaware corporation. |
| 3.1 | Certificate of Incorporation of Arconic Inc., a Delaware corporation. |
| 3.2 | Bylaws of Arconic Inc., a Delaware corporation. |
| 4.1 | Form of Certificate for Shares of Common Stock of Arconic Inc., a Delaware corporation. |
| 4.2 | Sixth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| 4.3 | Fourth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| 4.4 | Assumption Agreement, dated as of December 31, 2017, by Arconic Inc., a Delaware corporation, in favor of and for the benefit of the Lenders and Citibank, N.A., as administrative agent. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger, dated October 12, 2017, by and between Arconic Inc., a Pennsylvania corporation, and Arconic Inc., a Delaware corporation. |
| 3.1 | Certificate of Incorporation of Arconic Inc., a Delaware corporation. |
| 3.2 | Bylaws of Arconic Inc., a Delaware corporation. |
| 4.1 | Form of Certificate for Shares of Common Stock of Arconic Inc., a Delaware corporation. |
| 4.2 | Sixth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| 4.3 | Fourth Supplemental Indenture, dated as of December 31, 2017, between Arconic Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| 4.4 | Assumption Agreement, dated as of December 31, 2017, by Arconic Inc., a Delaware corporation, in favor of and for the benefit of the Lenders and Citibank, N.A., as administrative agent. |
Arconic Inc. ExhibitEX-2.1 2 tv482506_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF ARCONIC INC.,…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.