Exhibit 99.1
Allegheny Technologies Announces Proposed Convertible Notes Offering
Intends to Repurchase a Portion of its 2022 Notes
PITTSBURGH--(BUSINESS WIRE)--Allegheny Technologies Incorporated (NYSE: ATI) announced today its intention to offer, subject to market and other conditions, a series of convertible senior notes (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). ATI also expects to grant the initial purchasers of the Notes a13-day option to purchase additional notes. ATI intends to use the net proceeds from this offering to repurchase a portion of its outstanding 4.75% Convertible Senior Notes due 2022 (the “2022 Notes”) and to fund the cost of the capped call transactions described below, with any remaining net proceeds used for general corporate purposes.
The Notes will be senior, unsecured obligations of ATI, and interest will be payable semi-annually in arrears. The Notes will be convertible into cash, shares of ATI’s common stock or a combination thereof, at ATI’s election. The interest rate, initial conversion rate and other terms of the Notes are to be determined upon pricing of the offering. The Notes also will be redeemable at the option of ATI after a specified date if certain conditions are met.
Concurrently with this offering and subject to the closing of this offering, ATI may enter into separate privately negotiated agreements with certain holders of the 2022 Notes to repurchase a portion of the outstanding 2022 Notes for cash (collectively, the “2022 Note Repurchases”). The terms of the 2022 Note Repurchases will depend on various factors, including the trading price of the 2022 Notes. The 2022 Note Repurchases could increase (or reduce any decrease in) or decrease (or reduce any increase in) the market price of the Notes. The 2022 Note Repurchases effected concurrently with this offering also may impact the initial conversion price for the Notes.
In connection with the pricing of the Notes, ATI expects to enter into privately negotiated capped call transactions with one or more financial institutions, which may include certain initial purchasers or their respective affiliates and/or other financial institutions or their respective affiliates (collectively, the “Counterparties”). The capped call