11/03/2025 | Press release | Distributed by Public on 11/03/2025 07:40
| Item 8.01 | Other Events |
On November 3, 2025, Howmet Aerospace Inc. (the "Company" or "Howmet Aerospace") announced a proposed offering of senior notes (the "New Notes"). The pricing and terms of the New Notes are subject to market conditions and other factors. The Company intends to use the net proceeds from the offering, together with cash on hand, for the redemption of all of the outstanding principal amount of approximately $625 million of its 5.90% Notes due 2027 (CUSIP No. 013817AJ0) (the "2027 Notes").
The Company intends to issue a notice of redemption to redeem the 2027 Notes on December 3, 2025 (the "Redemption Date") in accordance with the terms of the 2027 Notes and the Indenture dated as of September 30, 1993, as supplemented, between Howmet Aerospace and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture").
The redemption price (the "Redemption Price") for the 2027 Notes shall be equal to the greater of (i) 100% of the principal amount of the 2027 Notes, plus accrued interest, if any, to the Redemption Date or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points, plus accrued interest to the Redemption Date that has not been paid. The Company expects that the aggregate Redemption Price for the 2027 Notes will be approximately $652 million, including accrued interest.
Capitalized terms used in this Item 8.01 and not otherwise defined herein shall have the same meaning as given in the Indenture or the 2027 Notes, as the case may be.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the New Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. The offering of the New Notes is being made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (the "SEC"), and a prospectus supplement and accompanying prospectus filed with the SEC as part of the shelf registration statement. This Current Report on Form 8-K does not constitute a notice of redemption of the 2027 Notes. The redemption of the 2027 Notes will be made solely pursuant to a notice of redemption delivered pursuant to the Indenture.