PITTSBURGH – (BUSINESS WIRE) – Arconic Corporation (NYSE: ARNC) (“Arconic” or “the Company”) today announced the pricing of its offering for an additional $ 300 million in principal of the Company’s 6.125% Senior Secured Second-Lien Notes due 2028 “Additional comments”). The Additional Notes will be issued at an offer price of 106.25% of their nominal amount plus accrued interest from February 15, 2021. The sale of the Additional Notes is expected to close on March 3, 2021 subject to customary closing conditions.
The Company intends to use the net proceeds from the issuance of the Additional Notes for general corporate purposes, including to fund the annuity of certain pension plan obligations. The Additional Notes are jointly and severally fully and unconditionally guaranteed in full and unconditionally on a senior secured, second priority basis by each wholly owned domestic subsidiary of the Company. Each of the Additional Notes and associated guarantees are secured by mortgages on certain of the Company’s second priority assets. The Additional Notes will be issued under the Indenture governing the Company’s existing 6.125% Senior Secured Second Lien Notes maturing in 2028 (the “Existing Notes”). The Additional Notes will be treated as a single series with the Existing Notes and will have the same terms and conditions as the Existing Notes with the exception of the date and price of issue.
The additional notes and associated guarantees are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-US persons in the United States under Regulation S of the Securities Act.
The additional notes and associated guarantees have not been and will not be registered under the Securities Act or any other jurisdiction and may not be offered or sold in the United States or to or for the benefit of any US person without registration under or any applicable exception to the Registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Additional Notes or any other security and does not constitute an offer, solicitation or sale in any state or jurisdiction in or to any person to whom Such an offer, solicitation or sale would be illegal. Offers of the Additional Notes or associated guarantees will only be made by means of a private offer memorandum.
About the Arconic Corporation
Arconic Corporation (NYSE: ARNC), headquartered in Pittsburgh, Pennsylvania, is a leading provider of aluminum sheets, panels and profiles and innovative architectural products that drive the ground transportation, aerospace, construction, industrial and packaging markets.
Forward-Looking Statements
This press release contains statements relating to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those that contain words such as “anticipates,” “believes,” “may,” “estimates,” “expects,” “projections,” “goal,” “guidance,” “intends”, “may” , “Outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “goals,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, beliefs, projections, beliefs, or opinions about the future, other than historical facts, are forward-looking statements, including, without limitation, statements regarding the intended behavior, timing, and conditions of the proposed additional notes Offer, related funding plans and future actions by Arconic in relation to the proposed additional notes. These statements reflect beliefs and assumptions based on Arconic’s perception of historical trends, current conditions and expected future developments, as well as other factors that Arconic Corporation believes to be reasonable under the circumstances. Forward-looking statements are not guarantees of future performance. Although Arconic Corporation believes that the expectations contained in forward-looking statements are based on reasonable assumptions, those expectations may not be achieved and actual results may differ materially from those expressed in these forward-looking statements due to a variety of statements Risks, uncertainties and changes in circumstances, many of which are beyond Arconic’s control. These risks and uncertainties include, but are not limited to, our ability to successfully complete the proposed transactions in respect of the Additional Notes on favorable terms on time and the other risk factors disclosed in Arconic Corporation’s Form 10-K for December 31 Fiscal Year Ending Summaries, 2020 and Other Reports Filed with the US Securities and Exchange Commission (SEC). Market forecasts are subject to the risks discussed in Arconic’s reports and other market risks. The statements contained herein are valid as of the date of this publication, even if they are later made available by Arconic on its website or otherwise. Arconic disclaims any intention or obligation to publicly update any forward-looking statements, whether in response to new information, future events or otherwise, except as required by law.
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