8-KMaterial AgreementsExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Material Agreement (Jan 18, 2012)

Filed January 18, 2012For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) has filed an 8-K report detailing an amendment to its previously announced Agreement and Plan of Merger with Latrobe Specialty Metals, Inc. This amendment primarily extends the termination date for the merger to April 30, 2012, providing more time for regulatory approvals and closing. Key financial aspects of the merger, including the maximum issuance of 8.1 million shares of CRS common stock and the assumption of up to $160 million in Latrobe's debt, remain largely unchanged. However, adjustments have been made to the calculation of working capital adjustments affecting the final share issuance and the number of shares placed in a pension escrow account, potentially reducing the escrow amount if Latrobe's working capital exceeds certain thresholds. Investors should note the company's commitment to covering Latrobe's antitrust approval expenses, regardless of the merger's completion.

Key Highlights

  • 1Amendment to the Agreement and Plan of Merger between Carpenter Technology Corp. and Latrobe Specialty Metals, Inc. entered on January 13, 2012.
  • 2Termination date for the merger is extended from January 16, 2012, to April 30, 2012.
  • 3Carpenter Technology will pay certain expenses incurred by Latrobe for antitrust approvals, irrespective of merger completion.
  • 4Maximum issuance of 8.1 million shares of Carpenter Technology's common stock remains unchanged.
  • 5Maximum assumption of Latrobe's debt by Carpenter Technology remains at $160 million.
  • 6Adjustments made to working capital calculations impacting the final share count for the merger.
  • 7Modification to the pension escrow account share determination, potentially reducing shares if Latrobe's working capital exceeds thresholds.

Frequently Asked Questions

This 8-K filing announces an amendment to the merger agreement between Carpenter Technology Corporation and Latrobe Specialty Metals, Inc. The primary changes involve extending the deadline to complete the merger and adjusting certain financial terms related to working capital and pension escrows.

While the maximum number of shares to be issued (8.1 million) and the maximum debt to be assumed ($160 million) remain substantially unchanged, there are adjustments to how working capital differences and pension liabilities will affect the final share count. These adjustments could potentially alter the precise number of shares issued and the amount set aside for pension escrows.

The termination date for the merger agreement has been extended from January 16, 2012, to April 30, 2012. This provides the parties with additional time to satisfy closing conditions, including obtaining necessary antitrust approvals.

Yes, Carpenter Technology has agreed to pay certain expenses incurred by Latrobe in connection with seeking applicable antitrust approvals, regardless of whether the merger is ultimately consummated.