UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
May 29, 2009
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12001
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25-1792394 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code
(412) 394-2800
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Issuance of Senior Notes
On
June 1, 2009, Allegheny Technologies Incorporated (the
“Company”) completed its offering
and sale of $350,000,000 aggregate principal amount of
the Company’s 9.375% Senior Notes due 2019
(the
“Senior Notes”). The offering and sale of the Senior Notes was made pursuant to
the Company’s
shelf registration statement filed with the Securities and Exchange Commission (the
“SEC”).
The Senior Notes will accrue interest at the rate of 9.375% per annum and be payable in cash
semi-annually in arrears on each June 1 and December 1, commencing
December 1, 2009. The Senior
Notes will mature on
June 1, 2019.
The Company may redeem the Senior Notes at any time and from
time to time prior to maturity, in whole or in part, by paying a
“make-whole” premium. If the
Company undergoes a change of control repurchase event, holders may request that
the Company
repurchase the Senior Notes in whole or in part for cash at a price equal to 101% of the principal
amount of the Senior Notes to be purchased plus any accrued and unpaid interest to, but excluding,
the repurchase date.
If an event of default with respect to the Senior Notes occurs, the principal amount of the
Senior Notes, plus premium, if any, and accrued and unpaid interest may be declared immediately due
and payable, subject to certain conditions. These amounts automatically become due and payable in the
case of certain types of bankruptcy, insolvency or reorganization events of default involving
the Company.
The foregoing is a summary of the material terms and conditions of the
Indenture, as
supplemented by the Senior Notes Supplemental
Indenture, and is not a complete discussion.
Accordingly, the foregoing is qualified in its entirety by reference to the full text of the
Indenture and the Senior Notes Supplemental
Indenture attached to this Current Report as Exhibits
4.1 and 4.2, respectively, which are
incorporated herein by reference. A form of Senior Note is
included in
Exhibit 4.2.
Issuance of Convertible Notes
On
June 2, 2009,
the Company completed its offering and sale of $402,500,000 aggregate
principal amount of
the Company’s 4.25% Convertible Senior Notes due 2014 (the
“Convertible
Notes”), including $52,500,000 aggregate principal amount of Convertible Notes sold pursuant to
an over-allotment option which was exercised in full. The offering and sale of the Convertible
Notes was made pursuant to
the Company’s shelf registration statement filed with the SEC.
The Convertible Notes will accrue interest at the rate of 4.25% per annum and be payable in
cash semi-annually in arrears on each June 1 and December 1, commencing
December 1, 2009. The
Convertible Notes will mature on
June 1, 2014.
The Company may not redeem the Convertible Notes
prior to their stated maturity date. If
the Company undergoes a fundamental change, holders of
Convertible Notes may require
the Company to repurchase the Convertible Notes in whole or in part
for cash at a price equal to 100% of the principal amount of the Convertible Notes to be purchased
plus any accrued and unpaid interest to, but excluding, the repurchase date.
Holders of Convertible Notes may convert their Convertible Notes at their option at any time
prior to the close of business on the second scheduled trading day immediately preceding the stated
maturity date for the Convertible Notes. The initial conversion rate for the Convertible Notes
will be 23.9263 shares of our common stock per $1,000 principal amount of Convertible Notes,
equivalent to an initial conversion price of approximately $41.795 per share of
the Company’s
common stock. The conversion rate and the conversion price may be adjusted under certain
circumstances.
If an event of default with respect to the Convertible Notes occurs, the principal amount of
the Convertible Notes, plus premium, if any, and accrued and unpaid interest may be declared
immediately due and payable, subject to certain conditions. These amounts automatically become
due and payable in the case of certain types of bankruptcy,
insolvency or reorganization events of default
involving
the Company.
The foregoing is a summary of the material terms and conditions of the
Indenture, as
supplemented by the Convertible Notes Supplemental
Indenture, and is not a complete discussion.
Accordingly, the foregoing is qualified in its entirety by reference to the full text of the
Indenture and the Convertible Notes Supplemental
Indenture attached to this Current Report as
Exhibits 4.1 and 4.3, respectively, which are
incorporated herein by reference. A form of
Convertible Note is included in
Exhibit 4.3.
Amendment of Credit Agreement
On
May 29, 2009,
the Company announced that it amended certain definitions and financial
covenants in its $400 million senior unsecured domestic revolving credit facility to provide
additional financial flexibility. The amendment restates the definition of consolidated earnings
before interest and taxes and consolidated earnings before income, taxes, depreciation and
amortization as used in the interest coverage and leverage ratios to exclude any non-cash pension
expense or income and restates the definition of consolidated indebtedness used in the leverage
ratio, which previously was based on gross indebtedness, to be net of cash on hand in excess of $50
million.
The amendment is evidenced by a First Amendment to Credit Agreement, dated
May 29, 2009 (the
“First Amendment”), by and among ATI Funding Corporation, TDY Holdings, LLC, the guarantors party
thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent for
the lenders. The foregoing is a summary of the material terms and conditions of the First
Amendment and not a complete discussion of the document. Accordingly, the foregoing is qualified
in its entirety by reference to the full text of the First Amendment which is filed as
Exhibit 10.1
to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Indenture, dated June 1, 2009,
between Allegheny Technologies Incorporated and The
Bank of New York Mellon, as Trustee. |
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First Supplemental Indenture, dated June 1, 2009, between Allegheny Technologies
Incorporated and The Bank of New York Mellon, as Trustee. |
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Second Supplemental Indenture, dated June 2, 2009, between Allegheny Technologies
Incorporated and The Bank of New York Mellon, as Trustee. |
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Exhibit 4.4
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Form of 9.375% Senior Note due 2019 (included in Exhibit 4.2). |
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Exhibit 4.5
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Form of 4.25% Convertible Senior Note due 2014 (included in Exhibit 4.3). |
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First Amendment to Credit Agreement, dated May 29, 2009, by and among ATI
Funding Corporation, TDY Holdings, LLC, the guarantors party thereto, the lenders party
thereto and PNC Bank, National Association, as administrative agent for the lenders. |
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Press release dated June 1, 2009. |
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Press release dated June 2, 2009. |
