Allegheny Technologies Incorporated (NYSE: ATI) announced today that it
has priced its public offering of convertible senior notes. The offering
is being made pursuant to the Company’s effective shelf registration
statement filed with the Securities and Exchange Commission (the “SEC”).
ATI has agreed to sell $250.0 million aggregate principal amount of
4.75% Convertible Senior Notes due 2022 (the “Notes”). ATI has granted
the underwriters a 30-day option to purchase up to an additional $37.5
million aggregate principal amount of Notes on the same terms and
conditions to cover over-allotments, if any. The Notes will pay interest
semi-annually in arrears at a rate of 4.75% per year and will mature on
July 1, 2022, unless earlier redeemed or repurchased. Holders may
convert their Notes into shares of ATI’s common stock at their option
any time prior to the close of business on the business day immediately
preceding the maturity date. The conversion rate will initially be
69.2042 shares of common stock per $1,000 principal amount of Notes
(representing an initial conversion price of approximately $14.45 per
share of common stock), subject to adjustment in certain circumstances.
ATI intends to use the net proceeds from the convertible senior notes
offering for general corporate purposes, which may include voluntary or
required contributions to the Company’s defined benefit pension trust or
repurchases, repayment or refinancing of debt.
Citigroup, J.P. Morgan and BofA Merrill Lynch are the joint book-running
managers for the offering.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any of
the convertible senior notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
registration statement relating to the convertible senior notes has been
filed with the SEC.
Copies of the prospectus and preliminary prospectus supplement meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, may be obtained from Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717, telephone (800) 831-9146 or email prospectus@citi.com,
J.P. Morgan Securities LLC,c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone (800) 831-9146, or
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte, North Carolina 28255-0001,
Attn: Prospectus Department, email dg.prospectus_requests@baml.com,
or from the SEC website at www.sec.gov.
This news release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements in this news release relate to future events and expectations
and, as such, constitute forward-looking statements. Forward-looking
statements include those containing such words as “anticipates,”
“believes,” “estimates,” “expects,” “would,” “should,” “will,” “will
likely result,” “forecast,” “outlook,” “projects,” and similar
expressions. Forward-looking statements are based on management’s
current expectations and include known and unknown risks, uncertainties
and other factors, many of which we are unable to predict or control,
that may cause our actual results, performance or achievements to differ
materially from those expressed or implied in the forward-looking
statements. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include: (a)
material adverse changes in economic or industry conditions generally,
including global supply and demand conditions and prices for our
specialty metals; (b) material adverse changes in the markets we serve,
including the aerospace and defense, electrical energy, oil and
gas/chemical and hydrocarbon processing industry, medical, automotive,
construction and mining, and other markets; (c) our inability to achieve
the level of cost savings, productivity improvements, synergies, growth
or other benefits anticipated by management from strategic investments
and the integration of acquired businesses, whether due to significant
increases in energy, raw materials or employee benefits costs, project
cost overruns or unanticipated costs and expenses, or other factors;
(d) continued decline in, or volatility of, prices, and availability of
supply, of the raw materials that are critical to the manufacture of our
products; (e) declines in the value of our defined benefit pension plan
assets or unfavorable changes in laws or regulations that govern pension
plan funding; (f) significant legal proceedings or investigations
adverse to us; (g) labor disputes or work stoppages; and (h) other risk
factors summarized in our Annual Report on Form 10-K for the year ended
December 31, 2015, and in other reports filed with the Securities and
Exchange Commission. We assume no duty to update our forward-looking
statements.
Creating Value Thru Relentless Innovation®
Allegheny Technologies Incorporated is one of the largest and most
diversified specialty materials and components producers in the world
with revenues of approximately $3.4 billion for the twelve month period
ending March 31, 2016. ATI employees use innovative technologies to
offer global markets a wide range of specialty materials solutions. Our
major markets are aerospace and defense, oil & gas/chemical and
hydrocarbon process industry, electrical energy, medical, automotive,
food equipment and appliance, and construction and mining.
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