8-KOther EventsExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Corporate Update (Jul 15, 2008)

Filed July 15, 2008For Securities:HWM

Summary

This Form 8-K filing from Alcoa Inc. (operating as Howmet Aerospace Inc. in the current context, though filing under Alcoa Inc. in 2008) reports on the issuance and sale of $1.5 billion in aggregate principal amount of senior notes. Specifically, Alcoa entered into an Underwriting Agreement and Terms Agreement on July 10, 2008, for the sale of $750 million of 6.00% Notes Due 2013 and $750 million of 6.75% Notes Due 2018. These notes were registered under a shelf registration statement filed earlier in 2008. The issuance of these new notes is further documented by a Second Supplemental Indenture dated July 15, 2008, which supplements the existing Indenture and a First Supplemental Indenture. This filing is primarily informational, detailing the terms of the debt offering and related agreements, providing transparency to investors regarding Alcoa's financing activities at the time.

Key Highlights

  • 1Alcoa Inc. issued $750 million in 6.00% Notes Due 2013.
  • 2Alcoa Inc. issued $750 million in 6.75% Notes Due 2018.
  • 3Total aggregate principal amount of notes issued is $1.5 billion.
  • 4The notes were sold through an Underwriting Agreement and Terms Agreement dated July 10, 2008.
  • 5The issuance was registered under a shelf registration statement filed on March 10, 2008.
  • 6A Second Supplemental Indenture dated July 15, 2008, was executed to govern the notes.
  • 7The filing includes standard legal opinions and consents related to the note issuance.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the material event of Alcoa Inc. entering into agreements for the issuance and sale of $1.5 billion in aggregate principal amount of senior notes, specifically $750 million of 6.00% Notes Due 2013 and $750 million of 6.75% Notes Due 2018.

The agreements for the issuance were made on July 10, 2008. The notes have a maturity date of 2013 for the 6.00% notes and 2018 for the 6.75% notes.

Details about the terms of the notes are available in the forms of the 6.00% Notes Due 2013 (Exhibit 4(a)) and 6.75% Notes Due 2018 (Exhibit 4(b)). The agreements related to their issuance, the Underwriting Agreement (Exhibit 1(a)) and Terms Agreement (Exhibit 1(b)), as well as the Second Supplemental Indenture (Exhibit 4(c)), are also filed as exhibits to this report.

The mention of a shelf registration statement on Form S-3ASR filed on March 10, 2008, indicates that Alcoa had pre-registered these securities, allowing for a more efficient and timely issuance and sale of the notes when market conditions were favorable. It streamlines the process for future debt offerings.