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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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In connection with the Reincorporation, on
December 31, 2017, Arconic Pennsylvania, Arconic Delaware, and The Bank of New York Mellon Trust Company, N.A., as trustee
(in such capacity, the “2010 Indenture Trustee”) entered into a Sixth Supplemental Indenture (the “Sixth
Supplemental Indenture”) to that certain Indenture, dated as of December 14, 2010, between Arconic Pennsylvania and the
2010 Indenture Trustee, as amended or supplemented by that certain Third Supplemental Indenture, dated as of April 17, 2013,
that certain Fourth Supplemental Indenture, dated as of July 23, 2015, and that certain Fifth Supplemental Indenture, dated
as of November 30, 2017 (as so amended or supplemented, the “2010 Indenture”), pursuant to which Arconic Delaware
expressly and unconditionally assumed all obligations of Arconic Pennsylvania under the 2010 Indenture and the $403 million
aggregate principal amount of outstanding 1.625% Convertible Senior Notes due 2019 (the “Convertible Notes”)
previously issued pursuant thereto. As a result of the Reincorporation, the Convertible Notes have become convertible into
shares of Arconic Delaware common stock. The Sixth Supplemental Indenture was also executed to reflect this change. The
foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Sixth Supplemental Indenture, which is included as Exhibit 4.2 hereto and incorporated
by reference herein.
On December 31, 2017, also in connection
with the Reincorporation, Arconic Pennsylvania, Arconic Delaware, and The Bank of New York Mellon Trust Company, N.A., as
trustee (in such capacity, the “1993 Indenture Trustee”) entered into a Fourth Supplemental Indenture (the
“Fourth Supplemental Indenture”) to that certain Indenture, dated as of September 30, 1993, between Arconic
Pennsylvania and the 1993 Indenture Trustee, as amended or supplemented by that certain First Supplemental Indenture, dated
as of January 25, 2007, and that certain Second Supplemental Indenture, dated as of July 15, 2008 (as so amended or
supplemented, the “1993 Indenture”), pursuant to which Arconic Delaware assumed the due and punctual payment of
the principal of (and premium, if any) and interest on the $500 million aggregate principal amount of outstanding 5.72% Notes
due 2019, $1 billion aggregate principal amount of outstanding 6.150% Notes due 2020, $1.25 billion aggregate principal
amount of outstanding 5.40% Notes due 2021, $627 million aggregate principal amount of outstanding 5.87% Notes due 2022,
$1.25 billion aggregate principal amount of outstanding 5.125% Notes due 2024, $625 million aggregate principal amount of
outstanding 5.90% Notes due 2027, $300 million aggregate principal amount of outstanding 6.75% Bonds due 2028, and $625
million aggregate principal amount of outstanding 5.95% Notes due 2037, in each case previously issued pursuant to the 1993
Indenture, and the performance of every covenant to be performed or observed by Arconic Pennsylvania under the 1993
Indenture. The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Fourth Supplemental Indenture, which is included as Exhibit 4.3 hereto
and incorporated by reference herein.
On December 31, 2017, also in connection
with the Reincorporation, Arconic Delaware and Citibank, N.A., as administrative agent, entered into an Assumption Agreement
(the “Assumption Agreement”) pursuant to which Arconic Delaware agreed to be bound by the terms and provisions
applicable to Arconic Pennsylvania as a borrower under that certain Five-Year Revolving Credit Agreement, dated as of July
25, 2014, as amended by that certain Extension Request and Amendment Letter, dated June 5, 2015, and that certain Amendment
No. 1 to Credit Agreement, dated as of September 16, 2016 (as so amended, the “Five-Year Revolving Credit
Agreement”). The foregoing description of the Assumption Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Assumption Agreement, which is included as Exhibit 4.4 hereto and
incorporated by reference herein.
In general, in connection with the Reincorporation,
Arconic Delaware assumed all of the financial obligations and liabilities of Arconic Pennsylvania which were outstanding as of
the effective time of the Reincorporation.