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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/16/20 Howmet Aerospace Inc. 8-K:8 12/16/20 11:241K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 7: R1 Cover HTML 52K 9: XML IDEA XML File -- Filing Summary XML 12K 6: XML XBRL Instance -- tm2038595-1_8k_htm XML 19K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 3: EX-101.DEF XBRL Definitions -- hwm-20201216_def XML 74K 4: EX-101.LAB XBRL Labels -- hwm-20201216_lab XML 102K 5: EX-101.PRE XBRL Presentations -- hwm-20201216_pre XML 71K 2: EX-101.SCH XBRL Schema -- hwm-20201216 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 11: ZIP XBRL Zipped Folder -- 0001104659-20-136066-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 16, 2020
__________________
(Exact name of registrant as specified in its charter)
__________________
| i Delaware | i 1-3610 | i 25-0317820 |
(State of Incorporation) |
(Commission File Number) |
(IRS Employer |
| i 201 Isabella Street, i Suite 200 | |
| i Pittsburgh, i Pennsylvania | i 15212-5872 |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations (412)-553-1950
Office of the Secretary ( i 412) i 553-1940
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Item 8.01. | Other Events |
Howmet Aerospace Inc. (“Howmet” or the “Company”) will redeem on January 15, 2021 (the “Redemption Date”) all of its outstanding 5.40% Notes due 2021 (CUSIP No. 013817AV3) (the “Notes”) in accordance with the terms of the Notes and the Indenture dated as of September 30, 1993, as supplemented, between Howmet and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). As of December 16, 2020, the aggregate outstanding principal amount of the Notes is $360,808,000.
The Redemption Price for the Notes shall be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest, if any, to the Redemption Date which has not been paid.
Capitalized terms used and not otherwise defined herein shall have the same meaning as given in the Indenture or the Notes, as the case may be.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate 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 containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect the Company’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, expectations relating to share repurchases, which may be subject to market conditions, legal requirements and other considerations. These statements reflect beliefs and assumptions that are based on the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) the impact of the separation of Arconic Corporation from the Company on the businesses of the Company; (b) deterioration in global economic and financial market conditions generally including as a result of pandemic health issues (including COVID-19 and its effects, among other things, on global supply, demand, and distribution disruptions as the COVID-19 outbreak continues and results in an increasingly prolonged period of travel, commercial and/or other similar restrictions and limitations); (c) unfavorable changes in the markets served by the Company; (d) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; (e) competition from new product offerings, disruptive technologies or other developments; (f) political, economic, and regulatory risks relating to the Company’s global operations, including compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (g) manufacturing difficulties or other issues that impact product performance, quality or safety; (h) the Company’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (i) the impact of potential cyber attacks and information technology or data security breaches; (j) the loss of significant customers or adverse changes in customers’ business or financial conditions; (k) adverse changes in discount rates or investment returns on pension assets; (l) the impact of changes in raw material prices (including but not limited to aluminum and nickel prices) and foreign currency exchange rates on costs and results; (m) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose the Company to substantial costs and liabilities; (n) the possible impacts and our preparedness to respond to implications of COVID-19; and (o) the other risk factors summarized in the Company’s Form 10-K for the year ended December 31, 2019, Form 10-Q for the quarter ended March 31, 2020, Form 10-Q for the quarter ended June 30, 2020, Form 10-Q for the quarter ended September 30, 2020 and other reports filed with the U.S. Securities and Exchange Commission. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOWMET AEROSPACE INC. | |||
| Dated: December 16, 2020 | By: | /s/ Katherine H. Ramundo | |
| Name: | Katherine H. Ramundo | ||
| Title: |
Executive Vice President, Chief Legal Officer and Secretary
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/15/21 | 8-K | |||
| Filed on / For Period end: | 12/16/20 | |||
| 9/30/20 | 10-Q, 4 | |||
| 6/30/20 | 10-Q, 4 | |||
| 3/31/20 | 10-Q, 8-K | |||
| 12/31/19 | 10-K, 11-K, 4, SD | |||
| 9/30/93 | ||||
| List all Filings | ||||