8-KMaterial AgreementsExhibits & Filings

ATI INC 8-K Report, Material Agreement (Sep 18, 2013)

Filed September 18, 2013For Securities:ATI

Summary

Allegheny Technologies Incorporated (ATI) announced on September 18, 2013, that it has entered into a definitive agreement to sell its tungsten materials business to Kennametal Inc. for $605 million. This strategic divestiture involves the sale of assets related to the tungsten materials business and the capital stock of certain indirect subsidiaries engaged in this segment. The transaction is subject to customary closing conditions, including regulatory approvals such as the expiration of the Hart-Scott-Rodino Act waiting period. The agreement outlines standard representations, warranties, and covenants from both parties, with ATI obligated to conduct the tungsten business in the ordinary course until closing. This divestiture signifies a strategic shift for ATI, likely aimed at focusing on core growth areas and improving capital allocation.

Key Highlights

  • 1ATI Inc. agreed to sell its tungsten materials business to Kennametal Inc. for $605 million.
  • 2The sale includes the assets and capital stock of subsidiaries involved in the tungsten materials business.
  • 3The transaction is expected to close after fulfilling customary conditions, including regulatory approvals.
  • 4A key condition for closing is the expiration of the Hart-Scott-Rodino Act waiting period.
  • 5The agreement includes standard representations, warranties, and covenants, ensuring the business is managed in the ordinary course until closing.
  • 6This divestiture represents a strategic move by ATI to streamline its operations and potentially focus on other business segments.

Frequently Asked Questions

The main purpose of this 8-K filing is to report a material definitive agreement regarding the sale of ATI Incorporated's tungsten materials business to Kennametal Inc.

The aggregate purchase price for the tungsten materials business is $605 million, subject to customary adjustments as outlined in the purchase agreement.

Key conditions for closing include the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, the absence of any law or order prohibiting the transaction, and the accuracy of representations and warranties along with material compliance with covenants by both parties.

Between signing and closing, ATI has covenanted to conduct the tungsten materials business in the ordinary course of business, consistent with past practices, and to refrain from certain specified actions or transactions.