8-KRegulation FDOther EventsExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Regulation FD Disclosure (Sep 28, 2017)

Filed September 28, 2017For Securities:HWM

Summary

This 8-K filing from Arconic Inc. (now Howmet Aerospace) on September 28, 2017, primarily announces the mandatory conversion of its outstanding 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, into shares of Arconic common stock. The conversion is set to take effect on October 1, 2017, with actual delivery of shares occurring on October 2, 2017. This event will result in the issuance of approximately 39.2 million new shares of common stock, increasing the total outstanding shares and potentially impacting earnings per share calculations for investors. Additionally, the report indicates that the 2016 Arconic Sustainability Report will be made available online. While this report details the company's environmental and social performance, investors should note that its inclusion under Regulation FD disclosure means it is not deemed 'filed' and does not carry the same legal implications as other filed information. The primary focus for investors in this filing is the significant increase in common stock resulting from the mandatory preferred stock conversion.

Key Highlights

  • 1Mandatory conversion of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, into Arconic common stock.
  • 2Conversion effective date: October 1, 2017; shares to be issued October 2, 2017.
  • 3Approximately 39.2 million shares of Arconic common stock will be issued upon conversion.
  • 4The conversion will increase the total number of outstanding Arconic common shares.
  • 5Holders of depositary shares (representing interests in Class B preferred stock) will receive 1.56996 Arconic common shares per depositary share.
  • 6Cash will be paid in lieu of fractional common shares.
  • 7The 2016 Arconic Sustainability Report is available online, detailing environmental and social performance.

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