Hexcel Corporation (NYSE:HXL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement
On February16, 2017, Hexcel Corporation (the Company) completed a
public offering of $400,000,000million aggregate principal amount
of its 3.950% Senior Notes due 2027 (the Notes).
The offering of the Notes was made to the Companys shelf
registration statement on Form S-3 (Registration No.333-199500)
filed with the Securities and Exchange Commission (the SEC) on
October21, 2014, including a related prospectus and prospectus
supplement filed with the SEC on October21, 2014 and February13,
2017, respectively.
In connection with the offering of the Notes, the Company entered
into an Underwriting Agreement, dated February13, 2017 (the
Underwriting Agreement), among the Company and Merrill Lynch,
Pierce, Fenner Smith Incorporated and Goldman, Sachs Co., as
representatives of the underwriters named therein (together, the
Underwriters). to the Underwriting Agreement, the Company agreed
to sell the Notes to the Underwriters, and the Underwriters
agreed to purchase the Notes for resale to the public. The
Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
The Notes were issued under the base indenture dated as of
August3, 2015 (the Base Indenture), between the Company and U.S.
Bank National Association, as trustee, as amended by a second
supplemental indenture, dated as of February16, 2017 (the Second
Supplemental Indenture, and together with the Base Indenture, the
Indenture).
The Underwriting Agreement, the Indenture, and the respective
form of global notes for the offering, are filed as exhibits to
this Form 8-K and incorporated herein by reference.
Item9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit1.1 |
Underwriting Agreement, dated as of February13, 2017, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated and Goldman, Sachs Co., as representatives of the Underwriters named therein. |
|
| Exhibit4.1 |
Second Supplemental Indenture, dated as of February16, 2017, between the Company and U.S. Bank National Association, as trustee. |
|
| Exhibit4.2 |
Formof Note for 3.950% Senior Notes due 2027 included as part of Exhibit 4.1 hereto. |
|
| Exhibit5.1 | Opinion of Skadden, Arps, Slate, Meagher Flom LLP. | |
| Exhibit12.1 |
Statement regarding computation of ratios of earnings to fixed charges. |
|
| Exhibit23.1 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP included as part of Exhibit 5.1 hereto. |
About Hexcel Corporation (NYSE:HXL)
Hexcel Corporation is a composites company. The Company develops, manufactures and markets structural materials, including carbon fibers, reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, adhesives, engineered honeycomb and composite structures for use in commercial aerospace, space and defense and industrial markets. It operates through two segments, including Composite Materials and Engineered Products. The Composite Materials segment consists of its carbon fiber, reinforcements, resins, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines. The Engineered Products segment consists of lightweight composite structures, molded components, engineered core and honeycomb products with added functionality. Its products are used in a range of end applications, such as commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, automotive, recreational products and other industrial applications. Hexcel Corporation (NYSE:HXL) Recent Trading Information
Hexcel Corporation (NYSE:HXL) closed its last trading session up +0.20 at 53.28 with 476,648 shares trading hands.
