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CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS) Files An 8-K Entry into a Material Definitive Agreement

CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement

On March31, 2017, Carpenter Technology Corporation (the Company)
entered into a new unsecured revolving credit facility (the
Credit Facility) to a Credit Agreement with Bank of America,
N.A., as administrative agent, swing line lender and letter of
credit issuer, and the other lenders party thereto (collectively,
the Lenders), JPMorgan Chase Bank, N.A., as syndication agent,
PNC Bank, National Association, U.S. Bank, National Association
and Wells Fargo Bank, National Association, each, as a
documentation agent, and Merrill Lynch, Pierce, Fenner Smith
Incorporated and JPMorgan Chase Bank, N.A., as joint lead
arrangers and joint bookrunners (the Credit Agreement).

The Credit Agreement replaces the Companys Credit Agreement dated
as of June28, 2013 (the Prior Credit Agreement), by and among the
Company, the financial institutions party thereto, as lenders,
Bank of America, N.A., as administrative agent, swing line lender
and letter of credit issuer, and the other agents and arrangers
party thereto, which had been set to expire on June28, 2018. The
Prior Credit Agreement was described in Item 1.01 of the Companys
Current Report on Form8-K filed with the Securities and Exchange
Commission on July1, 2013, and which description is incorporated
herein by reference. The Prior Credit Agreement was terminated
effective March31, 2017.

The Credit Agreement extends to March31, 2022; permits the
Company to borrow funds to repay or refinance certain
indebtedness of the Company and for working capital and other
general corporate purposes; contains a revolving credit
commitment amount of $400,000,000, subject to the Companys right,
from time to time, to request an increase of the commitment to
$600,000,000 in the aggregate; and provides for the issuance of
letters of credit within such amount. The Company has the right
to voluntarily prepay and reborrow loans, to terminate or reduce
the commitments under the Credit Facility, and, subject to
certain lender approvals, to join subsidiaries as subsidiary
borrowers.

Interest on the borrowings under the Credit Facility will accrue
at variable rates, based upon a defined Base Rate and
Eurocurrency Rate, and are determined based upon the rating of
the Companys senior unsecured long-term debt (the Debt Rating).
The applicable margin to be added to Eurocurrency Rate ranges
from 1.00% to 1.75%, and for Base Rate-determined loans, from
0.00% to 0.75%. The Company will also pay quarterly a commitment
fee ranging from 0.125% to 0.40%, determined based upon the
Companys Debt Rating, of the unused portion of thecommitment
under the Credit Agreement. In addition, the Company must pay
certain letter of credit fees, ranging from 1.00% to 1.75%, with
respect to letters of credit issued under the Credit Agreement.

The Company is subject to certain financial and restrictive
covenants under the Credit Agreement, which, among other things,

require the maintenance of a minimum interest coverage ratio of
3.50 to 1.00;

require the Company maintain a debt to capital ratio of no more
than 55%;

prohibit certain additional indebtedness or contingent
obligations and certain new liens on assets,

prohibit certain acquisitions of or investments in businesses;

restrict the Companys ability to merge or consolidate with, or
otherwise sell substantially all of its assets to, another party;

restrict the Companys ability to dispose of or sell certain
assets in other situations; and

restrict the Companys ability to declare or make dividends or
stock distributions in circumstances that would cause a material
adverse effect.

The restrictions of these covenants (other than the financial
ratio covenants) are subject to certain exceptions or threshold
triggering amounts or events specified in the Credit Agreement,
and in some cases the restrictions may be waived by the Lenders.
If the Company were to fail to comply with these covenants, the
Company would be in default under the Credit Agreement.

The foregoing summary of the Credit Agreement is qualified in its
entirety by reference to the full text of the Credit Agreement, a
copy of which is filed herewith as Exhibit10.1 and incorporated
herein by reference.

Item 1.02. Termination of a Material Definitive
Agreement

The disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 1.02.

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

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

Item 8.01 Other Events

On March31, 2017, the Company issued a press announcing the
execution of the Credit Agreement, a copy of which is furnished
as Exhibit99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.

Description

10.1

Credit Agreement, dated as of March31, 2017, among
Carpenter Technology Corporation, as borrower, Bank of
America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, and the other lenders party thereto,
JPMorgan Chase Bank, N.A., as Syndication Agent, PNC
Bank, National Association, US Bank, National Association
and Wells Fargo Bank, National Association, each, as
Documentation Agent and Merrill Lynch, Pierce, Fenner
Smith Incorporated and JPMorgan Chase Bank, N.A., as
Joint Lead Arrangers and Joint Bookrunners

99.1

Press Release, dated March31, 2017

About CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS)
Carpenter Technology Corporation is engaged in the manufacturing, fabrication and distribution of specialty metals. The Company’s segments include Specialty Alloys Operations (SAO) and Performance Engineered Products (PEP). Its SAO segment consists of alloy and stainless steel manufacturing operations. Its PEP segment includes the Dynamet titanium business, the Carpenter Powder Products business, the Amega West business, the Specialty Steel Supply business and the Latrobe and Mexico distribution businesses. It develops, manufactures and distributes cast/wrought and powder metal stainless steels, and special alloys, including high temperature (iron-nickel-cobalt base), stainless, corrosion resistant, controlled expansion alloys, ultra-high strength and implantable alloys, tool and die steels and other specialty metals, as well as cast/wrought titanium alloys. The Company manufactures and rents down-hole drilling tools and components used in the oil and gas industry. CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS) Recent Trading Information
CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS) closed its last trading session up +0.75 at 37.73 with 266,350 shares trading hands.

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