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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):
August 22, 2024
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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
Please
refer to the discussion under Item 8.01 below, which is incorporated by reference into this Item 2.03.
On
August 22, 2024, Howmet Aerospace Inc. (the “Company” or “Howmet Aerospace”) closed its previously announced
underwritten public offering of $500 million aggregate principal amount of 4.850% Notes due 2031 (the
“2031 Notes”).
The
2031 Notes were issued under the Indenture dated as of September 30, 1993 between Alcoa Inc. (“Alcoa”), a Pennsylvania
corporation, and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J. P. Morgan
Trust Company, N.A. (formerly known as Chase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association),
as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of January 25, 2007 between
Alcoa and the Trustee, the Second Supplemental Indenture dated as of July 15, 2008 between Alcoa
and the Trustee, the Fourth Supplemental Indenture dated as of December 31, 2017 among Arconic
Inc., a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and the Trustee, and the Fifth Supplemental
Indenture dated as of April 16, 2020 between the Company and the Trustee (collectively, the “Indenture”). The 2031 Notes
were sold pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-272154) and automatically declared effective on May 23, 2023. The form of the 2031 Notes is attached hereto as
Exhibit 4.6 and is incorporated herein by reference into this Item 8.01. A copy of the opinion of counsel of the Company relating
to the validity of the 2031 Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference into this Item 8.01.
The 2031
Notes will mature on October 15, 2031 and bear interest at a rate of 4.850% per annum. Accrued and unpaid interest on the 2031 Notes
will be payable semi-annually in arrears on April 15 and October 15, commencing on October 15, 2024.
Prior
to August 15, 2031, the Company may redeem the 2031 Notes, in whole or in part, at its option, at any time or from time to time,
at a redemption price equal to the greater of (i) 100% of the principal amount of the 2031 Notes to be redeemed and (ii) (a) the
sum of the present values of the remaining scheduled payments of principal and interest on the 2031 Notes to be redeemed, discounted to
the redemption date (assuming the notes matured on August 15, 2031) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the 2031 Notes), plus 15 basis points less (b) interest accrued to the date of redemption,
plus, in case of either (i) or (ii), accrued and unpaid interest thereon to the date of redemption. On or after August 15, 2031,
the 2031 Notes will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption
price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus accrued and unpaid interest to the redemption date.
Any notice of redemption of the 2031 Notes to be redeemed at the option of the Company may state that such redemption shall be conditional,
in the Company’s discretion, on one or more conditions precedent, and that such conditional notice of redemption may be rescinded
by the Company if it determines that any or all such conditions will not be satisfied by the redemption date, and that in such event,
such redemption notice shall be of no further force or effect and the Company shall not be required to redeem the 2031 Notes on the redemption
date or otherwise.
The Indenture
contains customary events of default. If an event of default under the Indenture occurs and is continuing, the Trustee or the holders
of at least 25% in aggregate principal amount of the outstanding 2031 Notes may declare the principal amount of all the 2031 Notes to
be immediately due and payable.
The foregoing
description of the Indenture and the 2031 Notes is qualified in its entirety by reference to the full text of such documents, which are
attached or incorporated by reference hereto as Exhibit 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 and incorporated by reference into this Item
8.01.
In
connection with the offering, the Company entered into an underwriting agreement, dated August 8, 2024 (the “Underwriting Agreement”),
with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC
and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule I thereto. For a complete
description of the terms of the Underwriting Agreement, please refer to the Underwriting Agreement, which is attached hereto as Exhibit 1.1
and is incorporated by reference into this Item 8.01.
In August 2024,
the Company entered into a cross-currency swap to synthetically convert the 2031 Notes into a Euro liability of approximately 458 million
Euros. The fixed interest rate on the Euro liability is approximately 3.72% per annum.
On
August 23, 2024, the Company expects to complete the redemption of all of the remaining outstanding principal amount of $577,060,000
of its 6.875% Notes due May 2025 (the “2025 Notes”). The redemption is being made pursuant to a previously issued notice
of redemption dated August 8, 2024 as disclosed in the Company’s Current Report on Form 8-K dated August 8, 2024.
The Company expects to redeem the 2025 Notes with the net proceeds
from the 2031 Notes offering and cash on hand at an aggregate redemption price of approximately $594 million, including accrued interest
of approximately $12 million.
As a result of these actions,
the Company expects to achieve a reduction in annual interest expense of approximately $21 million.
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,” “envisions,” “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 the planned
redemption of the 2025 Notes and expected reduction in annual interest expense. 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) deterioration
in global economic and financial market conditions generally; (b) adverse changes in the markets served by Howmet Aerospace; (c) the
impact of potential cyber attacks and information technology or data security breaches; (d) the loss of significant customers or
adverse changes in customers’ business or financial conditions; (e) manufacturing difficulties or other issues that impact
product performance, quality or safety; (f) inability of suppliers to meet obligations due to supply chain disruptions or otherwise;
(g) failure to attract and retain a qualified workforce and key personnel, labor disputes or other employee relations issues; (h) the
inability to achieve anticipated or targeted revenue growth, cash generation, restructuring plans, cost reductions, improvement in profitability,
or strengthening of competitiveness and operations; (i) inability to meet increased demand, production targets or commitments; (j) competition
from new product offerings, disruptive technologies or other developments; (k) geopolitical, economic, and regulatory risks relating
to Howmet Aerospace’s global operations, including geopolitical and diplomatic tensions, instabilities, conflicts and wars, as well
as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (l) the outcome of contingencies,
including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose Howmet Aerospace
to substantial costs and liabilities; (m) failure to comply with government contracting regulations; (n) adverse changes in
discount rates or investment returns on pension assets; and (o) the other risk factors summarized in Howmet Aerospace’s Annual
Report on Form 10-K for the year ended December 31, 2023 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.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
| 4.1 | Form of Indenture, dated as of September 30, 1993, between Alcoa Inc. and The Bank of New York Trust Company, N.A., as successor
to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor trustee
to PNC Bank, National Association, as trustee (undated form of Indenture incorporated by reference to Exhibit 4(a) to Registration
Statement No. 33-49997 on Form S-3). |
| 4.2 | First Supplemental Indenture, dated as of January 25, 2007, between Alcoa Inc. and The Bank of New York Trust Company, N.A.,
as successor to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association), as successor
trustee to PNC Bank, National Association, as trustee, incorporated by reference to Exhibit 99.4 to the Company’s Current Report
on Form 8-K (Commission file number 1-3610) dated January 25, 2007. |
| 4.3 | Second Supplemental Indenture, dated as of July 15, 2008, between Alcoa Inc. and The Bank of New York Mellon Trust Company, N.A.,
as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National Association,
as successor to PNC Bank, National Association), as trustee, incorporated by reference to Exhibit 4(c) to the Company’s
Current Report on Form 8-K (Commission file number 1-3610) dated July 15, 2008. |
| 4.4 | Fourth Supplemental Indenture, dated as of December 31, 2017, among Arconic Inc., a Pennsylvania corporation, Arconic Inc., a
Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to
the Company’s Current Report on Form 8-K (Commission file number 1-3610) dated January 4, 2018. |
| 104 | The 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. |
| |
|
|
| Dated: August 22, 2024 |
By: |
/s/ Paul Myron |
| |
Name: |
Paul Myron |
| |
Title: |
Vice President
and Treasurer |
Exhibit 1.1
HOWMET AEROSPACE INC.
$500,000,000 4.850% Notes due 2031
UNDERWRITING AGREEMENT
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
SMBC Nikko Securities America, Inc.
277 Park Avenue, 5th Floor
New York, New York 10172
August 8, 2024
1. Introductory.
(a) Howmet Aerospace Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters
named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting
as representative, an aggregate principal amount of $500,000,000 of its 4.850% notes due 2031 (the “Securities”), to
be issued under the indenture dated as of September 30, 1993 (the “Original Indenture”), between the Company and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as successor to J.P. Morgan Trust Company,
National Association (formerly known as Chase Manhattan Trust Company, National Association), as supplemented by the first supplemental
indenture dated as of January 25, 2007 between the Company and the Trustee, the second supplemental indenture dated as of July 15,
2008 between the Company and the Trustee, the fourth supplemental indenture dated as of December 31, 2017 between the Company and
the Trustee and the fifth supplemental indenture dated as of April 16, 2020 between the Company and the Trustee (as so supplemented,
the “Indenture”) between the Company and the Trustee. Certain terms of the Securities will be established pursuant
to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”).
(b) At
or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the
following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated August 8,
2024 and accompanying base prospectus dated May 23, 2023 (together, the “Preliminary Prospectus”), as filed by
the Company pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free
writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including the final term
sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term
Sheet”).
(c) The
Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty
to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the
offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the
Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no
responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on
behalf of the Company.
2. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:
(a) The
registration statement on Form S-3 (No. 333-272154), including a base prospectus relating to the Securities, has been filed
with the Commission and has become effective. Such registration statement, as amended to the date of this underwriting agreement (“Agreement”),
including any information deemed pursuant to Rule 430A, 430B or 430C under the Act to be part of the registration statement at the
time of its effectiveness, is hereinafter referred to as the “Registration Statement”, and the base prospectus relating
to the Securities, as supplemented to reflect the final terms of the Securities and the terms of offering thereof, as first filed with
the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act, is hereinafter
referred to as the “Prospectus”. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the most recent effective date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus,
as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the
Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after
such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,
the “Exchange Act”) that are deemed to be incorporated by reference therein.
(b) On
its effective date and on the Closing Date (as defined below), the Registration Statement conformed, and will conform, in all respects
to the requirements of the Act, the Trust Indenture Act of 1939 (“Trust Indenture Act”) and the rules and regulations
of the Commission (“Rules and Regulations”) and did not and will not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and
as of its date and on the Closing Date, the Prospectus will conform in all respects to the requirements of the Act and the Rules and
Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that
the foregoing does not apply to statements in or omissions from any of such documents based upon the Underwriter Information (as defined
below).
(c) No
order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus,
at the time of filing thereof, complied in all material respects with the Act and did not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon the
Underwriter Information (as defined below).
(d) The
Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions
made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use in such Time of Sale Information, it being understood and agreed that the only such information
consists of the following (collectively, the “Underwriter Information”): the statements concerning the Underwriters
contained in paragraphs 7 and 8 under the caption “Underwriting” in the Preliminary Prospectus, and, with respect to each
Underwriter, such Underwriter’s name as it appears on the cover of the Preliminary Prospectus.
(e) The
Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used,
authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication”
(as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Securities (each
such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and
(iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus
pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, (ii) the Preliminary Prospectus, (iii) the
Prospectus, (iv) the documents listed in Schedule II hereto, and (v) any electronic roadshow or other written communications,
in each case, approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material
respects with the Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Act (to the
extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such
Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each
such Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information. The Investor Presentation dated
August 7, 2024 (the “Investor Presentation”), when taken together with the Preliminary Prospectus did not, and
at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the
Company will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus that does not satisfy the conditions
of Rule 164(e)(2) under the Act.
(f) The
financial statements and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus,
present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the
results of their operations and the changes in their consolidated cash flows for the periods specified; and said financial statements
have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied
on a consistent basis, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly
the information required to be stated therein. The statistical and market related data and forward looking statements included in the
Time of Sale Information are based on or derived from sources that the Company believes to be reliable and accurate in all material respects
and represent good faith estimates that are made on the basis of data derived from such sources.
(g) Within
the past three years, neither the Company nor any of its significant subsidiaries (as such term is defined in Rule 405 of the Act)
nor, to the Company’s knowledge, any director, officer, or employee of the Company or of any of its significant subsidiaries, has
taken any action, when acting on behalf of the Company or such significant subsidiaries, that would result in a material violation of
the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
the U.K. Bribery Act of 2010 (the “Bribery Act”), any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”) or
other applicable anti-bribery or anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality
of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving
of money, property, gifts or anything else of value, directly or indirectly, to any “foreign official” (as such term is defined
in the FCPA) (including any foreign political party or official thereof or any candidate for foreign political office) in contravention
of the FCPA, the Bribery Act, the OECD Convention or other applicable anti-bribery or anti-corruption laws; and except as otherwise disclosed
in the Registration Statement or the Prospectus, the Company and its significant subsidiaries have instituted and maintain policies and
procedures designed to promote and achieve compliance therewith.
(h) The
Company, the operations of the Company and its significant subsidiaries are and have been conducted at all times in material compliance
with all applicable financial recordkeeping and reporting requirements, including, to the extent applicable, those of the Bank Secrecy
Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, and the applicable anti-money laundering statutes of jurisdictions where the Company and its significant subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency in such jurisdictions (collectively, the “Anti-Money Laundering Laws”), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its significant subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened, except for any noncompliance or action, suit or proceeding that will not individually or in the aggregate, have a material
adverse effect on the ability of the Underwriters to sell the Securities in the manner contemplated by the Prospectus or on the consolidated
financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole.
(i) (i) Neither
the Company nor any of its significant subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee
of the Company or any of its significant subsidiaries, is an individual or entity (“Person”) that is:
(A) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)
or His Majesty’s Treasury (“HMT”) (collectively, “Sanctions”),
(B) located,
organized or resident in a country or territory (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the so-called
Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, the Zaporizhzhia and the Kherson regions of
Ukraine) that is the subject of Sanctions that broadly restrict or prohibit dealings with that country or territory (any such country
or territory, a “Sanctioned Jurisdiction”), nor
(C) a
Person with whom dealings are restricted or prohibited by Sanctions as a result of a relationship of ownership or control with a Person
identified in (A) or (B) (any Person described in (A), (B), or (C), a “Sanctioned Person”).
(ii) The
Company will not, directly or, to the knowledge of the Company, indirectly, use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person to fund or facilitate any activities or business
of or with any Sanctioned Person or any Sanctioned Jurisdiction.
(j) No
stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties (except any such taxes
or duties that would not have been required to be made but for a connection between any Underwriter and the United States of America,
and any political subdivision of the foregoing, other than a connection arising solely as a result of the transactions contemplated hereunder)
are payable by or on behalf of the Underwriters or the Company in the United States of America, and any political subdivision of the foregoing
in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the creation, allotment and issuance
of the Securities, (iii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or
(iv) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein.
(k) There
has not occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information provided to prospective purchasers
of the Securities.
(l) Subsequent
to the respective dates as of which information is given in each of the Time of Sale Information and the Prospectus, (i) the Company
and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction;
(ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution
of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in
the capital stock, short term debt or long term debt of the Company and its subsidiaries, except in each case as described in each of
the Time of Sale Information and the Prospectus, respectively.
(m) Each
of the Company and its significant subsidiaries (i) has been duly organized, is validly existing and is in good standing (or equivalent
concept) under the laws of the jurisdiction of its organization or formation, and has the power and authority to own its property and
to conduct its business as described in the Time of Sale Information; and (ii) is duly qualified to transact business and is in good
standing (or equivalent concept) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires
such qualification, except to the extent that the failure to be so qualified or be in good standing (or equivalent concept) would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect (as defined below) or a material adverse
effect on the issuance and delivery of the Securities. For the purposes of this Agreement, a “Material Adverse Effect”
means a materially adverse effect on the business, assets, operations or financial condition of the Company and its subsidiaries, taken
as a whole, or on the performance by the Company of its obligations under this Agreement and the Securities.
(n) The
Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the
Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other laws relating to or affecting creditors’
rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law) and (iii) the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’
rights (collectively, the “Enforceability Exceptions”).
(o) The
Officers’ Certificate has been duly authorized and will be duly executed and delivered by the Company by the Closing Date.
(p) The
Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture
and the Officers’ Certificate and paid for as provided herein, will be duly and validly issued and outstanding and will constitute
valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability
Exceptions, and will be entitled to the benefits of the Indenture.
(q) This
Agreement has been duly authorized, executed and delivered by the Company.
(r) Neither
the Company nor any of its significant subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or
(ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture,
mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its significant
subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of
its significant subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above,
for such Defaults, as applicable, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. The issuance and delivery of the Securities (i) will not result in any violation of the provisions of the charter, bylaws
or other constitutive document of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of,
or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its significant subsidiaries pursuant to, or require the consent of
any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative
or court decree applicable to the Company or any significant subsidiary, except in the case of clauses (ii) and (iii) above,
for such conflicts, breaches, Defaults, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect or a material adverse effect on the issuance and delivery of the Securities. As used
herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice
or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of
its subsidiaries.
(s) No
consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority
or agency is required for the issuance and delivery of the Securities except for (i) those that have been obtained or made by the
Company and are in full force and effect under the Securities Act or applicable securities laws of the several states of the United States
and (ii) those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material
adverse effect on the issuance and delivery of the Securities.
(t) Other
than proceedings accurately described in all material respects in the Time of Sale Information, there are no legal or governmental proceedings
pending or, to the best of the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which
any of the properties of the Company or any of its subsidiaries is subject that would reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect or a material adverse effect on the issuance and delivery of the Securities.
(u) PricewaterhouseCoopers
LLP, which expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes
thereto) and supporting schedules included in the Time of Sale Information, are independent public or certified public accountants within
the meaning of the Public Company Accounting Oversight Board.
(v) The
Company and its significant subsidiaries have good and marketable title in fee simple (or the equivalent in foreign jurisdictions) to
all real property and good and marketable title to all personal property owned by them that is material to the business of the Company
and its significant subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as (i) are described
in the Time of Sale Information, (ii) arise as a matter of law or (iii) do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company and its significant subsidiaries. Any real
property and buildings held under lease by the Company and its significant subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its significant subsidiaries, in each case except as described in the Time of Sale Information and the Prospectus.
(w) The
Company is not, and after giving effect to the offering and sale of the Securities, and the application of the proceeds thereof as described
in the Time of Sale Information and the Prospectus, will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(x) Except
as disclosed in the Time of Sale Information and the Prospectus: (i)(A) each of the Company and its subsidiaries, and their respective
operations and facilities, are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws (as defined
below), which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental
authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership
and operation of the business, properties and facilities of the Company or its subsidiaries under applicable Environmental Laws, and compliance
with the terms and conditions thereof; (B) neither the Company nor any of its subsidiaries has received any written communication,
whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries
is in violation of any Environmental Law; (C) there is no claim, action or cause of action filed with a court or governmental authority,
no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging
actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending
or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose
liability under or pursuant to any Environmental Law the Company or any of its subsidiaries has retained or assumed either contractually
or by operation of law; (D) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any
investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject
or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law;
(E) to the knowledge of the Company, no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental
Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries; and (F) to
the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions or occurrences, including, without
limitation, the Release (as defined below) or threatened Release of any Material of Environmental Concern (as defined below), that could
reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Company or any of its subsidiaries,
including without limitation, any such liability which the Company or any of its subsidiaries has retained or assumed either contractually
or by operation of law, other than, in the cases (A) through (F), for matters that would not reasonably be expected to result in
a Material Adverse Effect; and (ii) none of the Company or its subsidiaries is aware of any facts or issues relating to compliance
with Environmental Law that would reasonably be expected to have a material effect on their capital expenditures, earnings or the competitive
position, and there are no proceedings that are pending against the Company or its subsidiaries to which a governmental entity is also
a party, other than such proceedings as to which the Company reasonably believes that no monetary sanctions of $300,000 or more will be
imposed. For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking
water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws”
means the common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and
injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including
without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the
manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental
Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste,
compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which
can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit,
disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building,
structure or facility.
(y) Except
as would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries and any “employee benefit
plan” (as defined under the Employee Retirement Income Security Act of 1974 as amended, “ERISA,” which term,
as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company and its subsidiaries
or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, to the extent applicable.
“ERISA Affiliate” means, with respect to the Company or a subsidiary of the Company, any member of any group of organizations
described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein,
includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. Except as would
not reasonably be expected to result in a Material Adverse Effect, no “reportable event” (as defined under ERISA) has occurred
or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its
subsidiaries or any of their ERISA Affiliates. Except as would not reasonably be expected to result in a Material Adverse Effect, no “employee
benefit plan” established or maintained by the Company or its subsidiaries or any of their ERISA Affiliates, if such “employee
benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Except
as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor its subsidiaries nor any of their
ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination
of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Except as
would not reasonably be expected to result in a Material Adverse Effect, each “employee benefit plan” established or maintained
by the Company or its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code
is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification).
(z) Except
as would not, individually or in the aggregate, have a Material Adverse Effect, the information technology assets, equipment, systems,
networks, software and hardware and the computers, websites, applications and databases of the Company and its subsidiaries (collectively,
“IT Systems”) are adequate for the operation of the business of the Company and its significant subsidiaries as currently
conducted, and, to the best of the Company’s knowledge, are free and clear of all bugs, errors, defects, Trojan horses, time bombs,
malware and other corruptants. Except as would not, individually or in the aggregate have a Material Adverse Effect, (i) the Company
and its significant subsidiaries have implemented and maintained commercially reasonable policies, procedures and safeguards to maintain
and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data,
including all personal and personally identifiable data (together, “Personal Data”) and sensitive and confidential
data, in connection with their businesses, and (ii) there have been, to the best of the Company’s knowledge, no breaches, violations
or unauthorized uses of or accesses to same, except for those that have been remedied. Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, the Company and its significant subsidiaries are presently in compliance with
all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental
or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal
Data collected by the Company or its significant subsidiaries.
(aa) The
Company has not taken, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(bb) Neither
the Company nor any agent thereof acting on its behalf has taken, and none of them will take, any action that might cause this Agreement
or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal
Reserve System.
(cc) The
Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
There has been no material weakness in the Company’s internal control over financial reporting (whether or not remediated) that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(dd) The
Company and its subsidiaries employ disclosure controls and procedures (as defined in Rule 13a-15 and 15d-15 under the Exchange Act)
that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and
forms, and is accumulated and communicated to the Company’s management, including its chief executive officer or officers and chief
financial officer, as appropriate, to allow timely decisions regarding disclosure.
(ee) The
Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated in connection therewith.
(ff) The
Company and its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed or have requested extensions
of the filing deadlines therefor, except in any case where the failure to so file could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect; the Company and its subsidiaries have paid all federal, state, local and foreign taxes
required to be paid through the date hereof, except any such taxes that are being contested in good faith by appropriate proceedings and
for which the Company, to the extent required by GAAP, has set aside on its books adequate reserves, except where the failure to pay such
taxes could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
3. Purchase,
Offering and Delivery. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis
of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly,
to purchase from the Company the respective amounts of Securities set forth opposite such Underwriter’s name in Schedule I hereto
at a purchase price of 99.148% of the principal amount of the Securities, plus accrued and unpaid interest, if any, from August 22,
2024 to the Closing Date (as defined below).
(b) The
Representatives have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Securities
as soon after this Agreement has become effective as in the judgment of the Representatives is advisable. The Company acknowledges and
agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that such affiliate may offer
and sell Securities purchased by it to or through any Underwriter.
(c) Payment
for the Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such
Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on August 22, 2024, or such
other time and date as the Representatives and the Company may agree upon in writing (such date and time of delivery and payment being
herein called the “Closing Date”).
(d) Delivery
of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) and shall be in global
form and deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, unless
the Representatives shall otherwise instruct.
4. Covenants
of the Company. The Company covenants and agrees with the several Underwriters that in connection with the offering of the Securities:
(a) The
Company will file any Issuer Free Writing Prospectus (including the Final Term Sheet) to the extent required by Rule 433 under the
Act and will file the Preliminary Prospectus and the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not
later than the time required by such rules.
(b) Prior
to the Closing Date, the Company will advise the Representatives promptly of any proposal to prepare, use, authorize, approve, refer to
or file any Issuer Free Writing Prospectus or to amend or supplement the Registration Statement or the Prospectus and will afford the
Representatives a reasonable opportunity to comment on any such proposed Issuer Free Writing Prospectus or amendment or supplement and
the Company will also advise the Representatives promptly of any use, authorization, approval, reference to or filing of any Issuer Free
Writing Prospectus, the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings
or any proceedings pursuant to Section 8A of the Act in respect of the Registration Statement or of any parts thereof and will use
its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. Notwithstanding
the foregoing, the Company will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus that does not
satisfy the conditions of Rule 164(e)(2) under the Act.
(c) (1) If,
at any time when a prospectus relating to the Securities is required to be delivered under the Act, or required to be delivered but for
Rule 172 under the Act (the “Prospectus Delivery Period”), any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time
to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which will effect such compliance and (2) if at any time prior to the
Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended
or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of
Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to
paragraph (b) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the
Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements
in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the
Time of Sale Information will comply with law. Neither the Representatives’ consent to, nor the Underwriters’ delivery of,
any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5.
(d) As
soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its security-holders
an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration
Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement and (iii) the date
of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which
will satisfy the provisions of Section 11(a) of the Act.
(e) The
Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any prospectus, any related
preliminary prospectus supplement, any related Issuer Free Writing Prospectus, any Time of Sale Information, the Prospectus and all amendments
and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested.
(f) The
Company will arrange for the qualification of the Securities and the determination of their eligibility for investment under the laws
of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution,
provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general
service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign
corporation in a jurisdiction where it is not presently subject to taxation as a foreign corporation.
(g) The
Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters
for any expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Securities
for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate
and the printing of memoranda relating thereto, for the filing fee, if any, of the Financial Industry Regulatory Authority relating to
the Securities and for expenses incurred in distributing the Prospectus, the Preliminary Prospectus, any Issuer Free Writing Prospectus
and any Time of Sale Information to the Underwriters.
(h) The
Company shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp or other issuance or transfer taxes that
are payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the creation,
allotment and issuance of the Securities, (iii) the sale and delivery of the Securities to the Underwriters or purchasers procured
by the Underwriters or (iv) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein.
(i) The
Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during
the period beginning on the date hereof and ending on the Closing Date, offer, sell, contract to sell or otherwise dispose of any securities
issued or guaranteed by the Company (other than pursuant to director or employee stock or other benefit plans existing or the conversion
of convertible securities outstanding on the date hereof or commercial paper issued in the ordinary course of business) which are substantially
similar to its United States dollar-denominated debt securities having a maturity of more than one year.
(j) The
Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is
not filed with the Commission in accordance with Rule 433 under the Securities Act.
(i) The
Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.
5. Conditions
of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities will be
subject to the accuracy of the representations and warranties on the part of the Company herein on and as of the Time of Sale and on and
as of the Closing Date as if made on the Closing Date, to the accuracy of the statements of Company officers made pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The
Representatives shall have received a letter, dated as of the date of this Agreement, of PricewaterhouseCoopers LLP, in form and substance
satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement.
(b) The
Prospectus and each Issuer Free Writing Prospectus (if required by Rule 433 under the Act) shall have been filed with the Commission
in accordance with the Rules and Regulations and Section 4(a) of this Agreement. No stop order suspending the effectiveness
of the Registration Statement or of any parts thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A
under the Act shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.
(c) Subsequent
to the earlier of (A) the Time of Sale and (B) the execution of this Agreement, there shall not have occurred (i) any change,
or any development or event involving a prospective change, in or affecting particularly the business or properties of the Company, or
its subsidiaries which, in the judgment of the Representatives, materially impairs the investment quality of the Securities; (ii) any
downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization”
(as defined in Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance
or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading,
and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally
on the New York Stock Exchange, or the setting of minimum prices for trading on such exchange, or any suspension of trading of any securities
of the Company on such exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or New York authorities;
or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress
or any other substantial national or international calamity or emergency that, in the reasonable judgment of the Representatives, the
effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion
of the sale of and payment for the Securities.
(d) The
Representatives shall have received an opinion or opinions, dated the Closing Date, of K&L Gates LLP, Pennsylvania counsel for the
Company, in form and substance reasonably satisfactory to the Representatives.
(e) The
Representatives shall have received an opinion and 10b-5 statement, each dated the Closing Date, of Cleary Gottlieb Steen & Hamilton
LLP, special counsel for the Company, in form and substance reasonably satisfactory to the Representatives.
(f) The
Representatives shall have received from Cravath, Swaine & Moore LLP, counsel for the Underwriters, such opinion and 10b-5 statement,
each dated the Closing Date, with respect to the incorporation of the Company, the validity of the Securities, the Registration Statement,
the Time of Sale Information, the Prospectus and other related matters as they may require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath,
Swaine & Moore LLP may rely as to matters governed by Pennsylvania law, upon the opinions referred to in subsection (d) of
this Section.
(g) The
Representatives shall have received a certificate, dated the Closing Date, of the Chairman of the Board, President or any Vice-President
and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable
investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company
has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing
Date, that no stop order suspending the effectiveness of the Registration Statement or of any parts thereof has been issued and no proceedings
for that purpose or pursuant to Section 8A of the Act have been instituted or are contemplated by the Commission and that, subsequent
to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position
or results of operations of the Company and its subsidiaries considered in the aggregate, except as set forth in or contemplated by the
Time of Sale Information and the Prospectus.
(h) The
Representatives shall have received a letter, dated the Closing Date, of PricewaterhouseCoopers LLP, in form and substance satisfactory
to the Underwriters, which reconfirms the matters set forth in their letter delivered pursuant to subsection (a) of this Section and
covers any additional financial information included in the Prospectus (which is not covered by their letter delivered pursuant to subsection
(a) of this Section).
(i) The
Securities shall be eligible for clearance and settlement through DTC.
The Company will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents they reasonably request.
6. Indemnification
and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue
statement or alleged untrue statement of a material fact contained in the Investor Presentation, the Prospectus (or any amendment or supplement
thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating
or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the
Underwriter Information.
(b) Each
Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus
or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with the Underwriter Information, and will reimburse any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.
(c) Promptly
after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying
party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that actual conflicts of interest exist between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there are legal defenses relating to a material aspect of such action available to
it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to control, and otherwise participate in, the defense of such action and the indemnifying party will reimburse
any legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending such action as
such expenses are incurred. Notwithstanding anything to the contrary herein, no indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include any
statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.
(d) If
recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein,
the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses, except to
the extent that contribution is not permitted under Section 11(f) of the Act. Each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities as well as any other equitable considerations appropriate under
the circumstances. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to
be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the second sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter and its controlling persons have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Underwriters’ obligations to contribute
are several in proportion to their respective underwriting obligations and not joint.
(e) The
obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each affiliate and each person, if any, who controls any Underwriter within the meaning
of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer
of the Company who has signed any of the Registration Statements or any parts thereof and to each person, if any, who controls the Company
within the meaning of the Act.
7. Default
of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Securities under this Agreement on the
Closing Date and the principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed 10% of the total principal amount of the Securities to be purchased on such date, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements
are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments
under this Agreement, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the principal amount of the Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of the Securities to be purchased on such date and arrangements satisfactory to the Representatives and the
Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 8. In all other cases,
unless otherwise specified in this Agreement, if any Underwriter or Underwriters default in their obligations to purchase Securities under
the terms of this Agreement and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by
other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting
Underwriter or the Company, except as provided in Section 8. As used in this Agreement, the term “Underwriter” includes
any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.
8. Survival
of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements
of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company
or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for
the Securities. If for any reason the purchase of the Securities by the Underwriters under this Agreement is not consummated, the Company
shall remain responsible for the expenses (including amounts with respect to Section 4(h)), to be paid or reimbursed by it pursuant
to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect.
9. Certain
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(a) It
has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”,
as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company
and not incorporated by reference into the Registration Statement and any press release issued by the Company), other than (i) a
free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities
Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free
Writing Prospectus, (ii) the Final Term Sheet or any Issuer Free Writing Prospectus prepared pursuant to Section 1(b) or
Section 4(c) above (including any electronic road show) or (iii) any free writing prospectus prepared by such Underwriter
and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet, substantially
in the form of the Final Term Sheet attached in Schedule III hereto, without the consent of the Company.
(b) It
is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Company
if any such proceeding against it is initiated during the Prospectus Delivery Period).
(c) It
will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by
it, in accordance with Rule 433 under the Act.
10. Amendments
or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom,
shall in any event be effective unless the same shall be in writing and signed by the parties to be bound thereby.
11. Waiver
of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by
jury in any suit or proceeding arising out of or relating to this Agreement.
12. Notices.
All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telecopied and confirmed
to the Representatives at: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate
Desk – 3rd floor, Facsimile: (212) 834-6081; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel, Facsimile: (646) 291-1469; Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment
Banking Division and SMBC Nikko Securities America, Inc., 277 Park Avenue, 5th Floor, New York, New York 10172, Attention: Debt Capital
Markets. Notice to the Company will be mailed, delivered or telecopied and confirmed to it at Howmet Aerospace Inc., 201 Isabella Street,
Pittsburgh, Pennsylvania 15212, Attn: Paul Myron, Vice President and Treasurer.
13. Successors.
This Agreement will inure to the benefit of and be binding upon the Company and the Underwriters and their respective successors and the
officers and directors and controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder.
14. Applicable
Law. This Agreement and any claim, controversy or dispute arising under or related hereto shall be governed by, and construed in accordance
with, the laws of the State of New York.
15. Counterparts.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. The words “execution,” “signed,” “signature,” “delivery”
and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed
to include electronic signatures complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act
or deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and
the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
16. Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
17. Submission
to Jurisdiction. The parties hereto irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus
or the offering of the Securities (each, a “Related Proceeding”). The parties hereto irrevocably waive, to the fullest
extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any Related Proceeding brought in
such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum.
18. Recognition
of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation
in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United
States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) As
used in this Section 18, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in,
and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance
Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the regulations promulgated thereunder.
[Signature Page follows]
| |
Very truly yours, |
| |
|
| |
HOWMET AEROSPACE INC. |
| |
|
| |
By: |
/s/ Paul Myron |
| |
|
Name: Paul Myron |
| |
|
Title: Vice President and Treasurer |
[Signature Page to
Debt Underwriting Agreement]
Accepted as of the date first written above.
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
SMBC Nikko Securities America, Inc.
Acting severally on behalf of themselves and
the several Underwriters named in Schedule I
hereto.
| J.P. MORGAN SECURITIES LLC |
|
| |
|
| By: |
/s/ Som Bhattacharyya |
|
| |
Name: Som Bhattacharyya |
|
| |
Title: Executive Director |
|
| CITIGROUP GLOBAL MARKETS INC. |
|
| |
|
| By: |
/s/ Adam D. Bordner |
|
| |
Name: Adam D. Bordner |
|
| |
Title: Managing Director |
|
| MORGAN STANLEY & CO. LLC |
|
|
|
| By: |
/s/ Aisha Farman |
|
| |
Name: Aisha Farman |
|
| |
Title: Vice President |
|
| SMBC NIKKO SECURITIES AMERICA, INC. |
|
| |
|
| By: |
/s/ John Bolger |
|
| |
Name: John Bolger |
|
| |
Title: MD |
|
[Signature Page to
Debt Underwriting Agreement]
Schedule I
| Underwriters | |
Principal Amount of
2031 Notes to be Purchased | |
| J.P. Morgan Securities LLC | |
$ | 72,500,000 | |
| Citigroup Global Markets Inc. | |
$ | 62,500,000 | |
| Morgan Stanley & Co. LLC | |
$ | 62,500,000 | |
| SMBC Nikko Securities America, Inc. | |
$ | 62,500,000 | |
| BNP Paribas Securities Corp. | |
$ | 40,000,000 | |
| Goldman Sachs & Co. LLC | |
$ | 40,000,000 | |
| TD Securities (USA) LLC | |
$ | 40,000,000 | |
| Truist Securities, Inc. | |
$ | 40,000,000 | |
| BMO Capital Markets Corp. | |
$ | 25,000,000 | |
| MUFG Securities Americas Inc. | |
$ | 20,000,000 | |
| PNC Capital Markets LLC | |
$ | 20,000,000 | |
| Citizens JMP Securities, LLC | |
$ | 5,000,000 | |
| Fifth Third Securities, Inc. | |
$ | 5,000,000 | |
| Intesa Sanpaolo IMI Securities Corp. | |
$ | 5,000,000 | |
| Total | |
$ | 500,000,000 | |
Schedule II
Issuer Free Writing Prospectuses
| A. | Free writing prospectus filed with the Commission on August 8, 2024, substantially in the form of Schedule III. |
| B. | Other Free Writing Prospectuses |
1. None
Schedule III
Filed Pursuant to Rule 433
Registration Statement No. 333-272154
Pricing Term Sheet
Howmet Aerospace Inc.
$500,000,000 4.850% Notes due 2031
August 8, 2024
This pricing term sheet to the preliminary prospectus supplement dated
August 8, 2024 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 pricing 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: |
Howmet Aerospace Inc. |
| Title of Securities: |
4.850% Notes due 2031 |
|
Pricing Date:
Settlement Date*: |
August 8, 2024
August 22, 2024 (T+10) |
| Aggregate Principal Amount Offered: |
$500,000,000 |
| Maturity Date: |
October 15, 2031 |
| Coupon (Interest Rate): |
4.850% |
| Price to Public (Issue Price): |
99.773% of principal, plus accrued interest, if any, from August 22, 2024 |
| Benchmark Treasury: |
4.125% UST due July 31, 2031 |
| Benchmark Treasury Price / Yield: |
101-13 ¾ / 3.889% |
| Spread to Benchmark Treasury: |
+100 bps |
| Yield to Maturity: |
4.889% |
| Interest Payment Dates: |
Semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2024 |
| Interest Record Dates: |
April 1 and October 1 |
| Debt Ratings**: |
[RESERVED] |
| Optional Redemption: |
Make-whole at T + 15 bps at any time before August 15, 2031; par call at any time on or after August 15, 2031 |
| Change of Control Offer: |
If a change of control triggering event occurs with respect to the Notes, the issuer will be required, subject to certain conditions, to offer to repurchase such Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. |
| Joint Bookrunners: |
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
SMBC Nikko Securities America, Inc.
BNP Paribas Securities Corp.
Goldman Sachs & Co. LLC
TD Securities (USA) LLC
Truist Securities, Inc.
|
| Co-Managers: |
BMO Capital Markets Corp.
MUFG Securities Americas Inc.
PNC Capital Markets LLC
Citizens JMP Securities, LLC
Fifth Third Securities, Inc.
Intesa Sanpaolo IMI Securities Corp.
|
| CUSIP/ISIN: |
443201 AC2 / US443201AC21 |
| Denominations: |
Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
* It is expected that delivery of the Notes will be made against
payment therefor on or about August 22, 2024, which will be the tenth business day following the date hereof (this settlement cycle
being referred to as “T + 10”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market
generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the Notes on any day prior to one business day before delivery will be required to specify alternative settlement arrangements
at the time of any such trade to prevent a failed settlement and should consult their own advisors.
** Note: A securities rating is not a recommendation to buy, sell
or hold securities and may be subject to revision or withdrawal at any time.
We have
filed a registration statement (including a preliminary prospectus supplement and the accompanying prospectus) with the SEC for the offering
to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus
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 supplement and accompanying prospectus if you request them by calling J.P. Morgan Securities LLC
collect at (212) 834-4533, Citigroup Global Markets Inc. toll-free at (800) 831-9146, Morgan Stanley & Co. LLC
toll-free at (866) 718-1649 or SMBC Nikko Securities America, Inc. toll-free at (888) 868-6856 or by email at prospectus@smbcnikko-si.com.
Exhibit 4.6
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be transferred to, or
registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such
transfer may be registered, except in the limited circumstances described in the Indenture. Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, this Security shall be a Book-Entry Security subject to the foregoing,
except in such limited circumstances described in the Indenture.
HOWMET AEROSPACE INC.
4.850% Notes due 2031
| No. R-___ |
(U.S.) $__________ |
| |
|
| |
CUSIP# 443201 AC2 |
| |
ISIN# US443201AC21 |
Howmet Aerospace Inc., a corporation duly organized
and existing under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of $_____________ (United States) Dollars on October 15, 2031, and to pay interest thereon from August 22, 2024, or from the
most recent April 15 or October 15 (each, an “Interest Payment Date”) to which interest has been paid or duly provided
for, semi-annually in arrears April 15 and October 15 in each year, commencing October 15, 2024, at the rate of 4.850% per
annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1
or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest will be paid
on the basis of a 360-day year consisting of twelve 30-day months. Except as otherwise provided in the Indenture, any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and any premium and interest on this
Security will be made (a) at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and private debts or (b) subject to any laws or regulations
applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such Paying
Agent, at the main offices of the Company in Pittsburgh, Pennsylvania, or at such other offices or agencies as the Company may designate,
by United States dollar check drawn on, or transfer to a United States dollar account maintained by the payee with, a bank in The City
of New York; provided, however, that at the option of the Company payment of interest may be made by United States dollar check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile
or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, I have hereunto signed
my name.
Dated: ____________________
| |
|
HOWMET AEROSPACE INC. |
| |
|
|
| Attest: |
|
|
By: |
|
| |
|
|
|
|
|
Assistant Secretary |
|
|
Vice President and Treasurer |
CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of
the series designated therein
referred to in the within-
mentioned Indenture.
THE
BANK OF NEW YORK MELLON
TRUST COMPANY, N. A., as Trustee
(Reverse of Global Note)
This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of September 30, 1993 (herein, as supplemented by the First Supplemental Indenture dated as of January 25, 2007 between
the Company and the Trustee (as defined below), the Second Supplemental Indenture dated as of July 15, 2008 between the Company and
the Trustee, the Fourth Supplemental Indenture dated as of December 31, 2017 between the Company and the Trustee and the Fifth Supplemental
Indenture dated as of April 16, 2020, called the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor in interest to J. P. Morgan Trust Company, National Association (formerly Chase Manhattan Trust Company, National
Association, as successor to PNC Bank, National Association), as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities (herein called the “Holders”) and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially issued in the aggregate principal amount of
(U.S.) $500,000,000.
The Securities of this series are subject to redemption,
in whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days,
prior notice to the Holders as described below. Any notice of redemption of the Securities of this series to be redeemed at the option
of the Company may state that such redemption shall be conditional, in the Company’s discretion, on one or more conditions precedent,
and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions will not
be satisfied by the redemption date, and that in such event, such redemption notice shall be of no further force or effect and the Company
shall not be required to redeem the Securities on the redemption date or otherwise.
Prior to August 15, 2031, (two months prior
to their maturity date) (the “Par Call Date”), the Securities of this series will be redeemable, in whole or in part, at the
Company’s option, at any time or from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of:
| · | 100% of the principal amount of the Security to be redeemed; and |
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, to the redemption
date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months), at the Treasury Rate, as defined below plus 15 basis points less (b) interest accrued to the date of redemption |
| |
plus, in either case, accrued and unpaid interest thereon to the redemption date. |
On or after the Par Call Date, the Securities of
this series will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to the redemption date.
For purposes of the foregoing discussion of an optional redemption,
the following definitions are applicable:
“Treasury Rate” means, with respect
to any redemption date for the Securities, the yield determined by the Company in accordance with the following two paragraphs:
| · | The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected
Interest Rates (Daily) - H.15” (or any successor designation or
publication) (“H.15”)
under the caption “U.S. government securities–Treasury
constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”).
In determining the Treasury Rate, the Company shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life –
and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the redemption date. |
| · | If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury
Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to,
the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the
Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with
a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date
or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these
two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average
of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury
Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security
shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City
time, of such United States Treasury security, and rounded to three decimal places. |
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.
On and after the redemption date, interest will
cease to accrue on the Securities of this series or any portion thereof called for redemption, unless the Company defaults in the payment
of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with a paying agent (herein called
the “Paying Agent”), or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Securities
of this series to be redeemed on such date. If less than all of the Securities of this series are to be redeemed, the Securities of this
series to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
If
a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem this Security as described above, the
Company will be required to make an offer to each Holder of the Securities
of this series to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of
that Holder’s Securities of this series at a repurchase price in
cash equal to 101% of the principal amount of the Securities of this series repurchased plus any accrued and unpaid interest on the Securities
of this series repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase
Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the
Company will mail or otherwise distribute a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions
that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities
of this series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior
to the payment date specified in the notice. Holders of the Securities of this
series electing to have the Securities of this series purchased
pursuant to a Change of Control Repurchase Event offer will be required to surrender their Securities
of this series, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed,
to the Paying Agent at the address specified in the notice, or transfer their Securities
of this series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the
close of business on the third Business Day prior to the repurchase payment date. The Company will comply with the requirements of Rule 14e-1
under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Securities of this series as a result of a Change of Control Repurchase Event. To the extent
that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities
of this series, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the
Company’s obligations under the Change of Control Repurchase Event provisions of the Securities of this series by virtue of such
conflict.
On the repurchase date following a Change of Control
Repurchase Event, the Company will, to the extent lawful:
| (1) | accept for payment all Securities of this series or portions of Securities of this series properly tendered pursuant to the Company’s
offer; |
| (2) | deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities of this series or portions
of Securities of this series properly tendered; and |
| (3) | deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an Officers’
Certificate stating the aggregate principal amount of the Securities of this series being purchased by the Company. |
The Paying Agent will promptly mail to each Holder
of Securities of this series properly tendered the purchase price for the Securities of this series, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Security of this series equal in principal amount to any unpurchased
portion of any Securities of this series surrendered; provided that each new Security of this series will be in a minimum principal amount
of $2,000 and integral multiples of $1,000 in excess thereof.
The Company will not be required to make an offer
to repurchase the Securities of this series upon a Change of Control Repurchase Event if a third party makes such an offer in the manner,
at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities
of this series properly tendered and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase
at the option of Holders, the following definitions are applicable:
“Change of Control” means the occurrence
of any of the following:
| (1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of
its subsidiaries; |
| (2) | the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting
Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by
voting power rather than number of shares; |
| (3) | the Company consolidates with, or merges with or into, any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in
which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect
to such transaction; or |
| (4) | the adoption of a plan relating to the liquidation or dissolution
of the Company. |
Notwithstanding the foregoing, a transaction will
not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding
company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction
are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately
following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of such holding company.
“Change of Control Repurchase Event”
means, both (1) the rating on the Securities of this series is lowered by at least two of the three Rating Agencies and (2) the
Securities of this series are rated below Investment Grade by at least two of the three Rating Agencies, in each case on any date during
the 60-day period (which period shall be extended so long as the rating of the Securities of this series is under publicly announced consideration
for a possible downgrade by any of the Rating Agencies) (the “Trigger Period”) after the earlier of (A) the occurrence
of a Change of Control; or (B) public notice of the occurrence of a Change of Control or the intention by the Company to effect a
Change of Control. Unless at least two of the three Rating Agencies are providing a rating for the Securities of this series at the commencement
of any Trigger Period, the ratings on the Securities of this series will be deemed to have been lowered by at least two of the three Rating
Agencies, and the Securities of this series will be deemed to be rated below Investment Grade by at least two of the three Rating Agencies
during the Trigger Period. Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control has actually been consummated
“Fitch” means Fitch Ratings Inc. and
its successors.
“Investment Grade” means a rating of
Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better
by S&P (or its equivalent under any successor rating categories of S&P); a rating of BBB- or better by Fitch (or its equivalent
under any successor rating categories of Fitch); and the equivalent Investment Grade credit rating from any additional Rating Agency or
Rating Agencies selected by the Company.
“Moody’s” means Moody’s
Investors Service Inc., a subsidiary of Moody’s Corporation, and its successors.
“Rating Agency” means each of Moody’s,
S&P and Fitch; provided, that if any of Moody’s, S&P or Fitch ceases to rate the Securities of this series or
fails to make a rating of the Securities of this series publicly available for reasons outside of the Company’s control, the Company
may select (as certified by a resolution of the Company’s board of directors) a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) under the Exchange Act as a replacement agency for Moody’s, S&P
or Fitch, or all of them, as the case may be, that is reasonably acceptable to the Trustee under the Indenture.
“S&P” means S&P’s Global
Ratings, a division of S&P Global, Inc.
“Voting Stock” of any specified “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is
at the time entitled to vote generally in the election of the board of directors of such person.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The provisions relating to defeasance and discharge
set forth in Section 1302 of the Indenture and covenant defeasance set forth in Section 1303 of the Indenture are applicable
to the Securities of this series.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions
of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture
or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default
with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have
made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall
not have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Security
on or after the respective due dates expressed herein.
No reference herein to the Indenture, and no provision
of this Security or of the Indenture, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place(s) and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided
in the Indenture) to rescind the designation of any such transfer agent, at the main offices of the Company in Pittsburgh, Pennsylvania
and in or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only
in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
As used in this Security, “Business Day”
means any day other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or obligated by law or executive
order to close in The City of New York. All other terms used in this Security which are defined in the Indenture and are not defined herein
shall have the meanings assigned to them in the Indenture.
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased
by the Company pursuant to the Change of Control Repurchase Event provisions of this Security, check the following box:
/ / Purchase
pursuant to Change of Control Repurchase Event
If you want to elect to have only part of this
Security purchased by the Company pursuant to the Change of Control Repurchase Event provisions of this Security, state the amount:
$ _______________
| Date: |
|
|
Your Signature: |
|
| |
|
|
|
| |
|
(Sign exactly as your name appears on the other side of the Security) |
| Signature Guarantee: |
|
|
| |
|
|
|
|
Signature must be
guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to
the Trustee. |
|
Exhibit 5.1
August 22, 2024
Howmet Aerospace Inc.
201 Isabella Street, Suite 200
Pittsburgh, PA 15212-5872
We have acted as special transaction counsel to
Howmet Aerospace Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of
$500,000,000 aggregate principal amount of its 4.850% Notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement
(the “Underwriting Agreement”), dated August 8, 2024, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets
Inc., Morgan Stanley & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein
(collectively, the “Underwriters”). The Securities are being offered and sold to the Underwriters in an offering registered
under the Securities Act of 1933, as amended (the “Securities Act”).
The following documents are referred to collectively
in this opinion letter as the “Transaction Documents”:
1. The
Underwriting Agreement; and
2. The
Indenture, dated as of September 30, 1993, between Alcoa Inc. (formerly known as Aluminum Company of America), a Pennsylvania corporation,
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, as successor
to J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Trust Company, N.A., as successor to PNC Bank, National
Association) (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of January 25,
2007, between Alcoa Inc., a Pennsylvania corporation, and such trustee (the “First Supplemental Indenture”), the Second Supplemental
Indenture, dated as of July 15, 2008, between Alcoa Inc., a Pennsylvania corporation, and such trustee (the “Second Supplemental
Indenture”), the Fourth Supplemental Indenture, dated as of December 31, 2017, among Arconic Inc. (formerly known as Alcoa Inc.),
a Pennsylvania corporation, Arconic Inc., a Delaware corporation, and such trustee (the “Fourth Supplemental Indenture”),
and the Fifth Supplemental Indenture, dated as of April 16, 2020, between Howmet Aerospace Inc. (formerly known as Arconic Inc.) and such
trustee (the “Fifth Supplemental Indenture”) (the Original Indenture, as so supplemented by the First Supplemental Indenture,
the Second Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”).
K&L GATES LLP
K&L GATES CENTER 210 SIXTH AVENUE
PITTSBURGH PA 15222-2613
T +1 412 355 6500 F +1 412 355 6501 klgates.com
In connection with rendering the opinions set forth
below, we have examined (i) the Registration Statement on Form S-3 (File No. 333-272154) (the “Registration Statement”) filed
with the Securities and Exchange Commission (the “Commission”) on May 23, 2023 relating to an unspecified aggregate initial
offering price or number of senior debt securities of the Company; (ii) the Prospectus, dated May 23, 2023, as supplemented by the accompanying
Preliminary Prospectus Supplement, dated August 8, 2024, relating to the Notes, as filed by the Company with the Commission on August
8, 2024 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by reference therein; (iii) the Pricing
Term Sheet relating to the Notes, as filed by the Company with the Commission on August 8, 2024 pursuant to Rule 433 under the Act; (iv)
the Prospectus, dated May 23, 2023, as supplemented by the accompanying Prospectus Supplement, dated August 8, 2024, reflecting the final
terms of the Notes and the terms of the offering thereof, as filed by the Company with the Commission on August 12, 2024 pursuant to Rule
424(b) under the Securities Act, including all material incorporated by reference therein (the “Prospectus”); (v) the Transaction
Documents; (vi) the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended; (vii) copies of the Unanimous Written
Consent of the Board of Directors of the Company dated July 31, 2024 (the “Authorizing Resolutions”) and the Written Consent
of the Authorized Pricing Officers (as defined in the Authorizing Resolutions) of the Company on August 8, 2024, as certified by the Assistant
Secretary of the Company; (viii) the Certificate of Designated Officer Establishing Terms and Form of Debt Securities, establishing the
terms and form of the Notes pursuant to Sections 201 and 301 of the Indenture, dated as of the date hereof; (ix) the Officers’ Certificate,
dated as of the date hereof, required pursuant to Sections 102 and 301 of the Indenture; (x) a certificate of the Assistant Secretary
of the Company, dated as of the date hereof and (xi) specimens of the Notes. In addition, we have made such investigation of law as we
have deemed appropriate.
For the purposes of this opinion letter, we have
made the assumptions that are customary in opinion letters of this kind, including that (i) each document submitted to or reviewed by
us is accurate and complete, (ii) each such document that is an original is authentic, (iii) each such document that is a specimen or
copy conforms to an authentic original and (iv) all signatures on each such document are genuine. We also have assumed for purposes of
this opinion letter (i) the legal capacity of natural persons, (ii) that each of the Transaction Documents constitutes the legal, valid
and binding obligation of each party thereto; and (iii) that each party to each of the Transaction Documents has complied with all state
and federal statutes, rules and regulations applicable to it arising out of the transactions set forth in the Transaction Documents to
which it is a party. We have not verified any of the foregoing assumptions.
The opinions expressed in this opinion letter are
limited to the laws of the Commonwealth of Pennsylvania, the General Corporation Law of the State of Delaware, and applicable federal
securities laws of the United States. We are not opining on, and we assume no responsibility for, the applicability to or effect on any
of the matters covered herein of (i) any other laws or (ii) the laws of any other jurisdiction, including any foreign jurisdiction or
any county, municipality or other political subdivision or local governmental agency or authority.
Based on the foregoing, and subject to the foregoing
and the additional qualifications and other matters set forth below, it is our opinion that the Notes have been duly authorized, executed
and delivered and, when duly authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters
pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the Company and be entitled to the benefits of
the Indenture.
The opinions set forth above are subject to the
effects of (a) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, voidable transactions, reorganization, receivership,
moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights or remedies generally; (b) general
principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity; and (c) an implied covenant
of good faith, reasonableness, fair dealing and standards of materiality.
We express no opinion with respect to any provision
in the Notes (i) that purports to waive forum non conveniens or trial by jury; (ii) that relates to judgments in currencies other than
U.S. dollars; (iii) that purports to limit any person’s liability, or relieve any party of the consequences of, its own unlawful,
willful, reckless, bad faith, or negligent acts or omissions, or that grants indemnity or a right of contribution; (iv) that purports
to allow any party to interfere unreasonably in the conduct of another party’s business; (v) that purports to require the payment
or reimbursement of fees, costs, expenses or other amounts that are unreasonable in nature or amount or without a reasonable accounting
of the sums purportedly due or that are contrary to applicable law or public policy; (vi) that purports to prohibit the assignment of
rights that are assignable pursuant to applicable law notwithstanding an agreement not to assign such rights; (vii) that purports to require
that amendments or waivers to any agreement be in writing; (viii) relating to severability or set-off; (ix) that purports to limit access
exclusively to any particular courts; (x) that purports to place a limitation on lawsuits to the extent that it may conflict with federal
bankruptcy law, in which case such provision may be deemed void or voidable under federal bankruptcy law; (xi) that provides that no recourse
may be had against any successors of the Company or any stockholder of the Company that may be a controlling person under federal securities
laws; (xii) that purports to waive or modify any party’s obligations of good faith, fair dealing, diligence, mitigation of damages,
reasonableness or due notice, or the right of redemption under the Uniform Commercial Code or other applicable law; (xiii) that provides
for advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes
of limitation, trial by jury or at law, or other procedural rights; (xiv) that provides that decisions by a party are conclusive or may
be made in its sole discretion; (xv) that consents to, or restricts governing law, jurisdiction, venue, arbitration, remedies or judicial
relief; (xvi) that waives broadly or vaguely stated rights; (xvii) that provides for exclusivity, election or cumulation of rights or
remedies; (xviii) that provides a proxy, power of attorney or trust; (xix) that prohibits, restricts, or requires consent to assignment
or transfer of any right or property; and (xx) that provides for liquidated damages, an increased interest rate on default, interest on
interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions may be found
to constitute a penalty. We also express no opinion concerning whether a U.S. federal court would accept jurisdiction in any dispute,
action, suit or proceeding arising out of or relating to any agreement or the transactions contemplated thereby or the net impact or result
of any conflict of laws between or among laws of competing jurisdictions and the applicability of the law of any jurisdiction in such
instance.
This opinion is limited to the matters stated in
this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is being given
as of the date hereof, and we assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that
may occur after the date hereof.
We hereby consent to the filing of this opinion
letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K, the incorporation by reference of this opinion
into the Registration Statement, and the reference to this firm in the Prospectus forming a part thereof under the caption “Legal
Matters.” In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement
or the Prospectus within the meaning of the term “expert”, as used in Section 11 of the Securities Act or the rules and regulations
promulgated thereunder, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations thereunder.
Yours truly,
/s/ K&L Gates LLP
v3.24.2.u1
Cover
|
Aug. 22, 2024 |
| Document Information [Line Items] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Aug. 22, 2024
|
| Entity File Number |
1-3610
|
| Entity Registrant Name |
HOWMET AEROSPACE INC.
|
| Entity Central Index Key |
0000004281
|
| Entity Tax Identification Number |
25-0317820
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
201 Isabella Street
|
| Entity Address, Address Line Two |
Suite 200
|
| Entity Address, City or Town |
Pittsburgh
|
| Entity Address, State or Province |
PA
|
| Entity Address, Postal Zip Code |
15212-5872
|
| City Area Code |
412
|
| Local Phone Number |
553-1940
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Entity Emerging Growth Company |
false
|
| Common Stock |
|
| Document Information [Line Items] |
|
| Title of 12(b) Security |
Common Stock, par value $1.00 per share
|
| Trading Symbol |
HWM
|
| Security Exchange Name |
NYSE
|
| Cumulative Preferred Stock |
|
| Document Information [Line Items] |
|
| Title of 12(b) Security |
$3.75 Cumulative Preferred Stock, par value $100 per share
|
| Trading Symbol |
HWM PR
|
| Security Exchange Name |
NYSEAMER
|
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dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CumulativePreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
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