Item 1.01 - Entry Into a Material Definitive Agreement.
On March 16, 2022, Carpenter Technology Corporation
(the “Company”) completed its offering and sale of $300.0 million aggregate principal amount of its 7.625% Senior Notes
due 2030 (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 March 11, 2022, as filed with the Commission on March 15, 2022.
The Notes were issued
pursuant to the base indenture, dated January 12, 1994 (the “Indenture”), by and between the Company and U.S. Bank Trust
Company, 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 March 26,
2013, a fourth supplemental indenture dated as of July 24, 2020, and a fifth supplemental indenture dated as of March 16, 2022
(the “Fifth Supplemental Indenture”).
The Notes will accrue
interest at the rate of 7.625% per annum, with interest payable in cash semi-annually in arrears on each March 15 and September 15,
commencing September 15, 2022. The Notes will mature on March 15, 2030. 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 March 15, 2025, 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 Fifth Supplemental
Indenture) plus 50 basis points, in each case, plus accrued and unpaid interest to, but excluding, the redemption date.
On or after March 15,
2025, 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
Fifth 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 Fifth 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 $300.0 million in principal of its 4.450% senior unsecured notes due 2023, including any interest
and premium due thereon.
The foregoing is a summary
of the material terms and conditions of the Indenture, the Fifth Supplemental Indenture and 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 Fifth 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 Fifth 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.