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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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): April 22, 2020

__________________

 

HOWMET AEROSPACE INC.

(Exact name of registrant as specified in its charter)

 __________________

 

Delaware 1-3610 25-0317820

(State of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania 15212-5872
(Address of Principal Executive Offices) (Zip Code)

 

Office of Investor Relations (412) 553-1950

Office of the Secretary (412) 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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share HWM New York Stock Exchange
$3.75 Cumulative Preferred Stock, par value $100 per share HWM PR NYSE American

  

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).

 

Emerging growth company ¨

 

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. ¨

 

 

 

  

Item 8.01.Other Events

 

On April 22, 2020, Howmet Aerospace Inc. (the “Company”) issued a press release announcing a proposed offering of notes. In addition, on April 22, 2020, the Company issued a press release announcing that it has commenced a cash tender offer to purchase up to $500 million of its outstanding 5.40% Notes due 2021 (the “Notes”) and a consent solicitation to solicit consents to amend certain provisions of the indenture governing the Notes. Copies of the two press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference into this Item 8.01.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1Howmet Aerospace Inc. press release dated April 22, 2020.

 

99.2Howmet Aerospace Inc. press release dated April 22, 2020.

 

104The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

 

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.
       
       
Date: April 22, 2020  By /s/ Peter Hong
    Name: Peter Hong
    Title: Vice President and Treasurer