ARCONIC INC. (NYSE:ARNC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Arconic Inc. (the Company) entered into a Debt Transaction
Agreement (the Debt Transaction Agreement) among the Company,
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC (the Investment Entities), dated as of April25, 2017, to
which the Company agreed to acquire certain of the Companys
6.500% Senior Notes due 2018 (the 6.500% Notes) and 6.750% Senior
Notes due 2018 (the 6.750% Notes, and together with the 6.500%
Notes, the Notes) held by the Investment Entities for
consideration, at the Companys sole and exclusive election,
consisting of (i)cash, (ii) shares of common stock, par value
$0.01 per share (the Shares), of Alcoa Corporation (Alcoa) owned
by the Company or (iii)a combination thereof. On April26, 2017,
the Company and the Investment Entities entered into a Pricing
Supplement to the Debt Transaction Agreement (the Pricing
Supplement), to which the Company elected to acquire the Notes
(i)in exchange for 12,958,767 Shares (the Debt Exchange) and
(ii)for $77,492,042.08 in cash (the Cash Purchase). The Debt
Exchange is expected to close on May4, 2017, and the Cash
Purchase is expected to close on May5, 2017, each subject to
customary closing conditions. The foregoing description of the
Debt Transaction Agreement and the Pricing Supplement is
qualified in its entirety by reference to the full text of these
agreements, copies of which are attached hereto as Exhibit 1.1
and 1.2, respectively, and incorporated herein by reference.
| Item8.01. | Other Events. |
On April26, 2017, the Company entered into an Underwriting
Agreement (the Underwriting Agreement) among the Company, Alcoa,
the Investment Entities, as selling stockholders (the Selling
Stockholders), and the Investment Entities, as underwriters, in
connection with the registered public offering of the Shares by
the Selling Stockholders. For a complete description of the terms
and conditions of the Underwriting Agreement, please refer to the
Underwriting Agreement, a copy of which is attached hereto as
Exhibit 1.3 and incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following are filed as exhibits to this report:
| 1.1 |
Debt Transaction Agreement, dated as of April25, 2017, among Arconic Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC. |
| 1.2 |
Pricing Supplement to the Debt Transaction Agreement, dated as of April26, 2017. |
| 1.3 |
Underwriting Agreement, dated as of April26, 2017, among Alcoa Corporation, Arconic Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC. |
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. ARCONIC INC. (NYSE:ARNC) Recent Trading Information
ARCONIC INC. (NYSE:ARNC) closed its last trading session up +0.11 at 27.33 with 3,641,516 shares trading hands.