Carpenter Technology Corporation Announces Pricing of 7.625% Senior Notes Due 2030
March 11 2022 - 5:51PM
Carpenter Technology Corporation (NYSE: CRS) (the “Company”)
announced today that it priced an offering of $300.0
million aggregate principal amount of 7.625% senior unsecured
notes due 2030 (the “Notes”) in an underwritten public offering.
The Notes were priced at 100.000% of the principal amount with a
yield to maturity of 7.625%. The offering is expected to close
on March 16, 2022, subject to the satisfaction of customary
closing conditions.
The Company intends to use the net proceeds from
the offering to redeem in full its 4.450% senior notes due
2023.
J.P. Morgan Securities LLC 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 J.P. Morgan
Securities LLC toll-free at (866)-803-9204 or writing to J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717.
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. This press release does not constitute a
notice of redemption with respect to the 4.450% senior notes due
2023.
About Carpenter
TechnologyCarpenter Technology Corporation is a
recognized leader in high-performance specialty alloy-based
materials and process solutions for critical applications in the
aerospace, defense, medical, transportation, energy, industrial,
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 StatementsThis
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, 2021, Form 10-Q
for the quarters ended September 30, 2021 and December 31,
2021 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 Carpenter Technology’s customers
may substitute alternate materials or adopt different manufacturing
practices that replace or limit the suitability of Carpenter
Technology’s 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) potential impacts of the
COVID-19 pandemic on Carpenter Technology’s operations, financial
results and financial position; (18) 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; (19) 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; (20) Carpenter Technology’s ability to execute its
business continuity, operational, budget and fiscal plans in light
of the COVID-19 pandemic; and (21) 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+1 914-582-4187brad@theplunkettgroup.com
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