8-KOther Events

CARPENTER TECHNOLOGY CORP 8-K Report, Corporate Update (Aug 9, 2011)

Filed August 9, 2011For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) has filed an 8-K report on August 9, 2011, to disclose a significant development regarding its pending acquisition of Latrobe Specialty Metals, Inc. Both companies have received a "Second Request" for additional information from the U.S. Federal Trade Commission (FTC). This request is a standard part of the regulatory review process under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. The "Second Request" will extend the HSR waiting period until 30 days after Carpenter and Latrobe substantially comply with the FTC's information demands. The company states its intention to respond expeditiously and work cooperatively with the FTC to secure the necessary antitrust clearance as promptly as possible. The closing of the acquisition remains contingent upon the expiration or termination of this waiting period and the satisfaction of other customary closing conditions.

Key Highlights

  • 1Carpenter Technology Corporation (CRS) announced a "Second Request" for information from the FTC regarding its acquisition of Latrobe Specialty Metals, Inc.
  • 2The Second Request is part of the standard HSR antitrust review process.
  • 3This request extends the HSR waiting period, delaying the closing of the acquisition until at least 30 days after substantial compliance with the information request.
  • 4Carpenter Technology intends to respond to the FTC's request expeditiously and cooperatively.
  • 5The closing of the transaction is still subject to regulatory approval and other customary closing conditions.
  • 6The report includes forward-looking statements detailing various risks and uncertainties that could affect the transaction and Carpenter's future performance.

Frequently Asked Questions

A "Second Request" is an in-depth inquiry by the FTC during its review of a merger or acquisition under the Hart-Scott-Rodino (HSR) Act. It signifies that the initial waiting period has ended, and the FTC requires more detailed information to assess the potential antitrust implications of the transaction before granting approval.

The "Second Request" extends the HSR waiting period. The transaction cannot close until 30 days after both Carpenter and Latrobe have substantially complied with the FTC's information request, unless this period is voluntarily extended by the parties or terminated early by the FTC.

Carpenter Technology Corporation has stated its intention to respond expeditiously to the FTC's request and to work cooperatively with the agency to obtain the necessary regulatory clearance as quickly as possible.

Yes, the report indicates that the closing of the transaction remains subject to the expiration or termination of the HSR waiting period and the satisfaction of other customary closing conditions, which may include things like shareholder approvals or other regulatory requirements.