0001193125-23-205070.txt : 20230807 0001193125-23-205070.hdr.sgml : 20230807 20230807170255 ACCESSION NUMBER: 0001193125-23-205070 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230807 DATE AS OF CHANGE: 20230807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATI INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-254906 FILM NUMBER: 231148361 BUSINESS ADDRESS: STREET 1: 2021 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 4123942800 MAIL ADDRESS: STREET 1: 2021 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TECHNOLOGIES INC DATE OF NAME CHANGE: 19991213 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TELEDYNE INC DATE OF NAME CHANGE: 19960716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATI INC CENTRAL INDEX KEY: 0001018963 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 251792394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 2021 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 4123942800 MAIL ADDRESS: STREET 1: 2021 MCKINNEY AVENUE CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TECHNOLOGIES INC DATE OF NAME CHANGE: 19991213 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY TELEDYNE INC DATE OF NAME CHANGE: 19960716 FWP 1 d530165dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-254906

August 7, 2023

Pricing Term Sheet

ATI Inc.

$425,000,000 7.250% Senior Notes due 2030

This term sheet to the preliminary prospectus supplement dated August 7, 2023 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.

 

Issuer:   

ATI Inc.

Security:   

7.250% Senior Notes due 2030 (the “Notes”)

Principal Amount:   

$425,000,000

Trade Date:   

August 7, 2023

Settlement Date:   

August 11, 2023 (T+4)

Maturity:   

August 15, 2030

Coupon:   

7.250%

Price to Public:   

100% of face amount

Yield to Maturity:   

7.250%

Interest Payment Dates:   

February 15 and August 15, commencing February 15, 2024

Underwriting Discount:   

1.125%

Net Proceeds to Issuer (after deducting underwriting discounts but before estimated net offering expenses):   

$420,218,750

Use of Proceeds:    Up to approximately $300.0 million of the net proceeds from this offering will be used to fund pension liabilities and to implement pension derisking strategies, potentially including annuitizations. Any remaining net proceeds from this offering will be used for liquidity and general corporate purposes. See “Use of Proceeds” in the Preliminary Prospectus Supplement.
Denominations:   

$2,000 and integral multiples of $1,000 in excess thereof

Equity Clawback:   

Up to 40% at 107.250% prior to August 15, 2026

Optional Redemption:   

Prior to August 15, 2026, make-whole call at T+50 bps, then:

 

On or after:

    Price:  

August 15, 2026

      103.625 % 

August 15, 2027

      101.813 % 

August 15, 2028 and thereafter

      100.000 % 

 

   in each case, plus accrued but unpaid interest.
Change of Control:    After a “Change of Control Repurchase Event,” the Issuer will offer to repurchase the Notes at a price equal to 101% of principal amount, plus accrued and unpaid interest.
CUSIP / ISIN:    01741R AN2 / US01741RAN26
Book-Running Managers:   

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC
J.P. Morgan Securities, LLC

Co-Managers:   

BofA Securities, Inc.

PNC Capital Markets LLC

MUFG Securities Americas Inc.

Wells Fargo Securities, LLC

HSBC Securities (USA) Inc.

We expect that delivery of the Notes will be made to investors on or about August 11, 2023, which will be the fourth business day following the date of the final prospectus supplement (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder on a day prior to the second business day before the date of initial delivery of the Notes will be required, by virtue of the fact that the notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.

The Issuer has filed a registration statement (including a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement included in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we or the underwriters will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.