Carpenter Technology Corporation Announces Public Offering of Senior Notes
July 09 2020 - 8:45AM
Carpenter Technology Corporation (NYSE: CRS) (the “Company”)
announced today that it has commenced an underwritten public
offering of senior notes (the “Notes”), subject to market and other
conditions. The Company intends to use the net proceeds from the
offering to repay in full its 5.200% senior notes due 2021. Excess
net proceeds will be used for general corporate purposes, including
additions to working capital, capital expenditures, repayment of
debt, the financing of acquisitions, joint ventures and other
business combination opportunities or stock repurchases.
BofA Securities, Inc. is acting as the lead book-running manager
for the offering.
The offering is being made pursuant to an automatically
effective shelf registration statement of the Company filed with
the Securities and Exchange Commission (the “SEC”). The offering
will be made only by means of a prospectus supplement and the
accompanying base prospectus, copies of which may be obtained by
contacting the book-running manager using the information provided
below. An electronic copy of the preliminary prospectus
supplement, together with the accompanying prospectus, is also
available on the SEC’s website, www.sec.gov or by contacting BofA
Securities, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte NC 28255-0001, Attn: Prospectus Department, or by
email at dg.prospectus_requests@bofa.com
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes and shall not constitute
an offer, solicitation or sale, nor is it an offer to purchase, or
the solicitation of an offer to sell the Notes in any jurisdiction
in which such offer, solicitation, or sale is unlawful.
About Carpenter Technology
Carpenter Technology Corporation is a recognized leader in
high-performance specialty alloy-based materials and process
solutions for critical applications in the aerospace, defense,
transportation, energy, industrial, medical, and consumer
electronics markets. Founded in 1889, Carpenter Technology has
evolved to become a pioneer in premium specialty alloys, including
titanium, nickel, and cobalt, as well as alloys specifically
engineered for additive manufacturing (AM) processes and soft
magnetics applications. Carpenter Technology has expanded its AM
capabilities to provide a complete “end-to-end” solution to
accelerate materials innovation and streamline parts
production.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ from those projected,
expected, anticipated or implied. The most significant of these
uncertainties are described in Carpenter Technology’s filings with
the Securities and Exchange Commission, including its report on
Form 10-K for the year ended June 30, 2019, Form 10-Q for the
quarters ended September 30, 2019, December 31, 2019 and March 31,
2020 and the exhibits attached to those filings. They include but
are not limited to: (1) the cyclical nature of the specialty
materials business and certain end-use markets, including
aerospace, defense, medical, transportation, energy, industrial and
consumer, or other influences on Carpenter Technology’s business
such as new competitors, the consolidation of competitors,
customers, and suppliers or the transfer of manufacturing capacity
from the United States to foreign countries; (2) the ability of
Carpenter Technology to achieve cash generation, growth, earnings,
profitability, operating income, cost savings and reductions,
qualifications, productivity improvements or process changes; (3)
the ability to recoup increases in the cost of energy, raw
materials, freight or other factors; (4) domestic and foreign
excess manufacturing capacity for certain metals; (5) fluctuations
in currency exchange rates; (6) the effect of government trade
actions; (7) the valuation of the assets and liabilities in
Carpenter Technology’s pension trusts and the accounting for
pension plans; (8) possible labor disputes or work stoppages; (9)
the potential that our customers may substitute alternate materials
or adopt different manufacturing practices that replace or limit
the suitability of our products; (10) the ability to successfully
acquire and integrate acquisitions; (11) the availability of credit
facilities to Carpenter Technology, its customers or other members
of the supply chain; (12) the ability to obtain energy or raw
materials, especially from suppliers located in countries that may
be subject to unstable political or economic conditions; (13)
Carpenter Technology’s manufacturing processes are dependent upon
highly specialized equipment located primarily in facilities in
Reading and Latrobe, Pennsylvania and Athens, Alabama for which
there may be limited alternatives if there are significant
equipment failures or a catastrophic event; (14) the ability to
hire and retain key personnel, including members of the executive
management team, management, metallurgists and other skilled
personnel; (15) fluctuations in oil and gas prices and production;
(16) uncertainty regarding the return to service of the Boeing 737
MAX aircraft and the related supply chain disruption; (17)
Carpenter Technology’s efforts and efforts by governmental
authorities to mitigate the COVID-19 pandemic, such as travel bans,
shelter in place orders and business closures, and the related
impact on resource allocations and manufacturing and supply chains;
(18) Carpenter Technology’s status as a “critical”, “essential” or
“life-sustaining” business in light of COVID-19 business closure
laws, orders and guidance being challenged by a governmental body
or other applicable authority; (19) Carpenter Technology’s ability
to execute its business continuity, operational and budget and
fiscal plans in light of the COVID-19 outbreak; and (20) Carpenter
Technology’s ability to successfully carry out restructuring and
business exit activities on the expected terms and timelines. Any
of these factors could have an adverse and/or fluctuating effect on
Carpenter Technology’s results of operations. The forward-looking
statements in this document are intended to be subject to the safe
harbor protection provided by Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Carpenter Technology undertakes no obligation to
update or revise any forward-looking statements.
Media
Inquiries:
Heather Beardsley +1
610-208-2278
hbeardsley@cartech.com
Investor Inquiries:The Plunkett GroupBrad Edwards+1
212-739-6740brad@theplunkettgroup.com
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