8-KOther EventsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Aug 19, 2020)

Filed August 19, 2020For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on August 19, 2020, the completion of a private placement offering of $300 million in senior notes. The offering comprises $150 million of 3.10% senior notes due August 13, 2030, and $150 million of 3.20% senior notes due August 13, 2032. These notes are unsecured and rank equally with other senior unsecured indebtedness of the company. The proceeds from this offering are designated for general corporate purposes. This may include reducing outstanding debt under the company's revolving credit facilities, financing potential future acquisitions, or supporting internal growth initiatives. The company has outlined key financial covenants in the Note Purchase Agreement, including limitations on consolidated debt, priority debt, and a minimum consolidated interest coverage ratio, which are designed to ensure financial stability and prudent management of its debt obligations.

Key Highlights

  • 1Completion of a $300 million private placement of senior notes.
  • 2Issuance includes $150 million of 3.10% notes due 2030 and $150 million of 3.20% notes due 2032.
  • 3Proceeds to be used for general corporate purposes, potentially including debt reduction, acquisitions, or growth initiatives.
  • 4Notes are unsecured and rank pari passu with other senior unsecured indebtedness.
  • 5The offering was made to institutional accredited investors under an exemption from SEC registration.
  • 6Key financial covenants include limitations on consolidated debt (ratio <= 0.60), priority debt (<= 25% of Consolidated Net Worth), and a minimum consolidated interest coverage ratio (>= 3.00).
  • 7Standard affirmative and restrictive covenants are included in the Note Purchase Agreement.

Frequently Asked Questions

Curtiss-Wright issued a total of $300 million in senior notes. This is split equally into two tranches: $150 million of 3.10% senior notes due on August 13, 2030, and $150 million of 3.20% senior notes due on August 13, 2032.

The net proceeds from the offering are intended for general corporate purposes. This includes potential uses such as reducing outstanding balances under the company's revolving credit facilities, funding potential future acquisitions, or supporting ongoing internal growth initiatives.

The Note Purchase Agreement includes several financial covenants to ensure the company's financial health. These include a maximum ratio of Consolidated Debt to Consolidated Total Capitalization (not to exceed 0.60 to 1.00), a limit on Priority Debt (not to exceed 25% of Consolidated Net Worth), and a minimum Consolidated Interest Coverage Ratio (not less than 3.00 to 1.00).

No, these notes were offered and sold to institutional accredited investors in a private placement and were exempt from the registration requirements of the Securities Act of 1933. They are not registered for resale under the Securities Act and cannot be offered or sold without registration or an applicable exemption.