Current Report Filing (8-k)
July 14 2020 - 5:12PM
Edgar (US Regulatory)
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2020-07-10
2020-07-10
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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): July 10, 2020
CARPENTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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1-5828
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23-0458500
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(State
of or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
I.D. No.)
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1735 Market Street
Philadelphia,
Pennsylvania
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19103
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(Address of principal executive offices)
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(Zip
Code)
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(610) 208-2000
Registrant’s telephone number,
including area code
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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered or required to be registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, $5 Par Value
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CRS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).
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 1.01 – Entry Into a Material Definitive Agreement.
On July 10, 2020, Carpenter Technology
Corporation (the “Company”) executed and delivered an underwriting agreement (the “Underwriting Agreement”),
by and between the Company and BofA Securities, Inc., as Representative of the several Underwriters listed in Schedule 1 thereto
(the “Underwriters”), relating to the issuance and sale of $400,000,000 aggregate principal amount of the Company’s
6.375% Senior Notes due 2028 (the “Notes”). The offering and sale of the Notes are expected to be completed on July
24, 2020. Under the terms of the Underwriting Agreement, the Company has agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those
liabilities. The Underwriting Agreement contains customary representations and covenants.
The offering of the Notes was registered
under the Securities Act pursuant to a registration statement on Form S-3 (File No. 333-239766) filed with the Securities
and Exchange Commission (the “Commission”) on July 9, 2020. The terms
of the Notes are described in the Company’s prospectus dated July 9, 2020, as
supplemented by a final prospectus supplement dated July 10, 2020, as filed with the
Commission on July 14, 2020.
The Notes will be issued pursuant to a
base indenture dated as of January 12, 1994, by and between the Company and U.S. Bank National Association as successor trustee,
as supplemented by a first supplemental indenture, dated as of May 22, 2003, a second supplemental indenture, dated as of
June 30, 2011, a third supplemental indenture, dated as of February 26, 2013, and a fourth supplemental indenture, expected
to be dated as of July 24, 2020.
The Company intends to use the net proceeds
from the issuance of the Notes to repay in full $250 million in principal amount of its 5.200% senior unsecured notes due 2021,
including any interest and premium due thereon. The Company intends to use the remaining net proceeds from the issuance of the
Notes for general corporate purposes, which may include additions to working capital, capital expenditures, repayment of debt,
the financing of acquisitions, joint ventures and other business combination opportunities or stock repurchases.
The foregoing is not a complete discussion
of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached
to this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference.
Item 7.01 – Regulation FD Disclosure.
On
July 10, 2020, the Company issued a press release announcing the pricing of its offering
of the Notes, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01 - Financial Statements and Exhibits
* Incorporated
herein by reference as above indicated.
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.
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CARPENTER TECHNOLOGY
CORPORATION
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By
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/s/ Timothy Lain
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Timothy Lain
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Vice President and Chief Financial Officer
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Date:
July 14, 2020
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