Item 1.01 - Entry Into a Material Definitive Agreement.
On July 24, 2020, Carpenter Technology
Corporation (the “Company”) completed its offering and sale of $400,000,000 aggregate principal amount of its 6.375%
Senior Notes due 2028 (the “Notes”). The offering and sale of the Notes was made pursuant to the Company’s shelf
registration statement (Registration 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 were
issued pursuant to the base indenture, dated January 12, 1994 (the “Indenture”), by and between the Company and U.S.
Bank National Association as successor trustee (the “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 dated as of July 24, 2020 (the “Fourth Supplemental Indenture”).
The Notes will
accrue interest at the rate of 6.375% per annum, with interest payable in cash semi-annually in arrears on each January 15 and
July 15, commencing January 15, 2021. The Notes will mature on July 15, 2028. The Notes will be senior unsecured indebtedness of
the Company, ranking equally in right of payment with all its existing and future senior unsecured indebtedness and senior to its
future subordinated indebtedness.
The Company
may redeem the Notes, at any time and from time to time, prior to July 15, 2023, in whole or in part, at a make-whole
redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the present
value of the remaining scheduled payments of principal and interest on the Notes being redeemed discounted at a rate equal to
the Treasury Rate (defined in the Fourth Supplemental Indenture) plus 50 basis points, in each case, plus accrued and unpaid
interest to, but excluding, the redemption date.
On or after
July 15, 2023, the Company may redeem the Notes at any time and from time to time, in whole or in part, at the redemption prices set forth in the Fourth Supplemental Indenture, plus accrued and unpaid interest on the principal amount
of the Notes being redeemed to, but excluding, the redemption date. If the Company undergoes a change of control repurchase
event (defined in the Fourth Supplemental Indenture), the Company must offer to repurchase the Notes for cash at a price
equal to 101% of the aggregate principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the
repurchase date.
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, including additions to working capital, capital expenditures, repayment or repurchase of
debt, the financing of acquisitions, joint ventures and other business combination opportunities or stock repurchases.
The foregoing
is a summary of the material terms and conditions of the Indenture, the Fourth Supplemental Indenture or the Notes and is not a
complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Indenture, the
Fourth Supplemental Indenture and the form of Note. The Indenture was filed as Exhibit 4(C) to the Company’s Registration
Statement on Form S-3 filed with the Commission on January 6, 1994, and such exhibit is incorporated herein by reference. The Fourth
Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
form of Note is included in Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion
of the Company’s counsel, Troutman Pepper Hamilton Sanders LLP, as to the legality of the Notes is filed as Exhibit 5.1 to
this Current Report on Form 8-K.