As filed with the Securities and Exchange Commission
on August 21, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
Howmet Aerospace Inc.
(Exact name of Registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
25-0317820
(I.R.S. Employer Identification Number)
201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania 15212-5872
(412)-553-1940
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Lola F. Lin, Esq.
Executive Vice President, Chief Legal and Compliance
Officer and
Secretary
Howmet Aerospace Inc.
201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania 15212-5872
(412)-553-1940
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Craig B. Brod, Esq.
Francesca L. Odell, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006-1404
(212) 225-2000 |
Approximate date of commencement of proposed
sale to the public:
From time to time, after the effective date of
this Registration Statement.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the
same offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act of 1933, check the following box. x
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act of 1934. (Check one):
| Large Accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| Emerging growth company |
¨ |
|
|
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act of 1933. ¨
Prospectus
Howmet Aerospace Inc.
Up to 9,268,011 shares of Common Stock
Elliott
Associates, L.P. (“Elliott Associates”) and/or Elliott International, L.P. (“Elliott International,” and
together with Elliott Associates, “Elliott”) may offer and sell up to 9,268,011 shares of our common stock, par value $1.00
per share, from time to time in one or more offerings. This prospectus describes the general manner in which the shares of our common
stock may be offered and sold by Elliott. To the extent applicable, the specific terms and manner in which shares of our common stock
may be offered and sold will be provided in one or more supplements to this prospectus. Any applicable prospectus supplements may also
supplement, update or amend information contained in this prospectus, including information about Elliott, the relationship between Elliott
and us, and information about Howmet Aerospace and our common stock. You should read this prospectus and any applicable prospectus supplement,
together with the documents we incorporate by reference, before you invest.
Elliott may offer shares of our common stock in
amounts, at prices and on terms determined at the time of offering. Shares of our common stock registered pursuant to the registration
statement of which this prospectus forms a part may not be offered or sold through any underwritten offering or underwriting syndicates
managed or co-managed by one or more underwriters. More information about how the shares of our common stock may be offered and sold is
set forth in the section entitled “Plan of Distribution” beginning on page 8. To the extent applicable, any applicable
prospectus supplement may describe additional details with respect to the plan of distribution for that offering.
In accordance with the Letter Agreement (as defined
below), we will use commercially reasonable efforts to cause the registration statement of which this prospectus forms a part to remain
effective until the earlier of (a) April 13, 2024, the date that is nine months following the date of the Letter Agreement,
and (b) the termination by the Company of the Letter Agreement.
We are not selling any shares of common stock
under this prospectus and will not receive any proceeds from sales of shares of common stock offered by Elliott.
Our common stock is listed on the New York Stock
Exchange under the symbol “HWM.” The last reported sale price of our common stock on the New York Stock Exchange on August 18,
2023 was $48.79 per share.
Investing in our common stock involves certain
risks. See “Risk Factors” on page 3 of this prospectus and any risk factors included in or incorporated by reference
into any applicable prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors
you should carefully consider before deciding to purchase shares of our common stock.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is August 21,
2023
TABLE OF CONTENTS
We are
responsible for the information contained and incorporated by reference in this prospectus, any applicable prospectus supplement and any
applicable free writing prospectus prepared by us or on our behalf. We have not authorized anyone to give you any other information, and
we take no responsibility for any other information that others may give you. We and Elliott are not making an offer to sell our shares
of common stock in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or
incorporated by reference in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of
the document containing the information.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, which we refer to as the SEC, utilizing a “shelf” registration
process. Under this shelf registration process, Elliott may from time to time offer and sell the shares of our common stock in one or
more offerings from time to time.
This
prospectus provides you with a general description of the Company’s common stock that Elliott may offer. Each time Elliott sells
shares of our common stock, to the extent applicable, we may provide one or more prospectus supplements that will contain specific information
about the terms of the offering, including the specific amounts, process and terms of the offered shares of common stock. Any applicable
prospectus supplement(s) may also add, update or change information, including information about us, contained in this prospectus.
Howmet Aerospace is not, and nothing in this prospectus, any accompanying prospectus supplement and/or any applicable free writing
prospectus, should be interpreted as Howmet Aerospace making any recommendation as to whether any person should buy any shares of the
Company’s common stock in any offering done by Elliott pursuant to this prospectus or any applicable prospectus supplement or any
applicable free writing prospectus, or whether any investor should hold any such shares of common stock purchased in any such offering.
You should also not consider any information in this prospectus, any accompanying prospectus supplement and/or any applicable free writing
prospectus to be investment, legal or tax advice provided to you by Howmet Aerospace. Howmet Aerospace is not selling any shares of common
stock under this prospectus or any applicable prospectus supplement or any applicable free writing prospectus, and will not receive any
proceeds from sales of shares of common stock offered by Elliott. Before making your investment decision, you should carefully read both
this prospectus and any applicable prospectus supplements and/or any applicable free writing prospectus together with the additional information
described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
Unless the context otherwise indicates, references
in this prospectus to “Howmet Aerospace,” “the Company,” “we,” “our” and “us”
refer, collectively, to Howmet Aerospace Inc., a Delaware corporation, and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.howmet.com.
Information accessible on or through our website is not a part of this prospectus. Our website is included in this prospectus and any
applicable prospectus supplement as an inactive textual reference only.
This prospectus is part of a registration statement
we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated
subsidiaries and shares of our common stock being offered by Elliott. Statements in this prospectus concerning any document we filed as
an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified
by reference to those filings. You should review the complete document to evaluate these statements.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference
much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those
publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus.
Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings
may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look
at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document
previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, until the offering of the shares of common stock under the registration statement is terminated or completed,
except that we are not incorporating any information included in a Current Report on Form 8-K (including any exhibits) that has been
or will be furnished (and not filed) with the SEC, unless the information is expressly incorporated herein:
| · | Current Reports on Form 8-K filed on February 27, 2023, March 23, 2023, March 29, 2023, April 3, 2023, May 22, 2023 and July 31, 2023. |
Copies of these filings are available to you without
charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website
at www.sec.gov, by going to our Investor Relations page on our corporate web site at www.howmet.com, or by requesting them from us
at the following address: Howmet Aerospace Inc., 201 Isabella Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872, Attention:
Investor Relations, or by telephone at 1-412-553-1950. Information contained in or accessible through our website is not part of or incorporated
by reference, and shall not be deemed incorporated by reference, into this prospectus or any applicable prospectus supplement. Our website
is included in this prospectus and any applicable prospectus supplement as an inactive textual reference only.
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated
by reference in this prospectus contain statements that relate to future events and expectations and, as such, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing
such words as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,”
“plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,”
“would,” or other words of similar meaning. All statements that reflect our expectations, assumptions or projections about
the future, other than statements of historical fact, are forward-looking. Forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although we believe that the expectations
reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will
be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due
to a variety of risks and uncertainties.
For a discussion of some of the specific factors,
risks and uncertainties that may cause our actual results to differ materially from those projected in any forward-looking statements,
see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any other documents incorporated by reference in this
prospectus and in any applicable prospectus supplement. Any forward-looking statement speaks only as of the date on which it is made,
and we assume no obligation to update or revise any such statement, whether as a result of new information, future events or otherwise,
except as required by applicable law.
OUR BUSINESS
Howmet Aerospace is a leading global provider
of advanced engineered solutions for the aerospace and transportation industries. The Company’s primary businesses focus on jet
engine components, aerospace fastening systems, and airframe structural components necessary for mission-critical performance and efficiency
in aerospace and defense applications, as well as forged aluminum wheels for commercial transportation. Howmet Aerospace’s technological
capabilities support the innovation and growth of next-generation aerospace programs. Its differentiated technologies enable lighter,
more fuel-efficient aircraft and commercial trucks to operate with a lower carbon footprint and support more sustainable air and ground
transportation.
Howmet
Aerospace is a Delaware corporation formerly known as Arconic Inc. and is the successor to Alcoa Inc., a Pennsylvania corporation that
was formed in 1888 and was formerly known as Aluminum Company of America. Our principal executive offices are located at 201 Isabella
Street, Suite 200, Pittsburgh, Pennsylvania 15212-5872, and our telephone number is (412) 553-1940. We maintain a website at www.howmet.com.
Information contained in or accessible through our website is not part of or incorporated by reference into this prospectus or
any applicable prospectus supplement. Our website is included in this prospectus and any applicable prospectus supplement as an inactive
textual reference only and shall not be deemed incorporated by reference.
RISK FACTORS
Investing in our common stock involves risks.
Before deciding to purchase any shares of our common stock, you should carefully consider the discussion of risks and uncertainties under
the heading “Risk Factors” contained in any applicable prospectus supplement and in the documents incorporated by reference
in this prospectus. See the section entitled “Where You Can Find More Information” in this prospectus. The risk factors in
the documents incorporated by reference in this prospectus or any applicable prospectus supplement are not necessarily presented in the
order of probability of occurrence. The risks and uncertainties we discuss in the documents incorporated by reference in this prospectus
or any applicable prospectus supplement are those we believe may materially affect our Company and the trading price and marketability
of our common stock, at the respective times those disclosures were made. Additional risks and uncertainties not presently known to us
or that we currently believe are immaterial also may materially and adversely affect our business, financial condition and results of
operations. If any of these risks actually occurs, the impacts may cause the trading price of our common stock to decline or significantly
fluctuate and the marketability of our common stock and the availability of a trading market for our common stock could be materially
and adversely impacted, any of which could result in you losing all or a part of your investment in our common stock.
USE OF PROCEEDS
We are filing the registration statement of which
this prospectus forms a part to permit Elliott to resell shares of our common stock, as described in the sections entitled “Selling
Stockholders,” beginning on page 7 of this prospectus, and "Plan of Distribution,” beginning on page 8 of
this prospectus. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of
shares of common stock by Elliott.
DESCRIPTION OF COMMON STOCK
The following description sets forth certain
general terms and provisions of the common stock that Elliott may offer under this prospectus. This summary does not describe every aspect
of the common stock and is subject, and is qualified in its entirety by reference, to all of the provisions of our certificate of incorporation
(the “Certificate of Incorporation”) and our bylaws (the “Bylaws”), each of which are filed as exhibits to the
registration statement of which this prospectus forms a part. For purposes of this description, references to “Howmet Aerospace,”
“the Company,” “the issuer,” “we,” “our” and “us” refer only to Howmet Aerospace
Inc. and do not include any of Howmet Aerospace’s current or future subsidiaries.
General
As of the date of this prospectus, Howmet Aerospace
is authorized to issue up to 600,000,000 shares of common stock, par value of $1.00 per share. As of August 17, 2023, Howmet Aerospace
had 412,209,789 shares of common stock issued and outstanding. The transfer agent, registrar and dividend disbursing agent for the common
stock is Computershare Trust Company, N.A.
Howmet Aerospace has two authorized classes of
preferred stock: $3.75 Cumulative Preferred Stock, par value of $100 per share (“Class A Preferred Stock”) and Class B
Serial Preferred Stock, par value of $1.00 per share (“Class B Preferred Stock”). As of the date of this prospectus,
Howmet Aerospace is authorized to issue up to 660,000 shares of Class A Preferred Stock. As of August 17, 2023, Howmet Aerospace
had 546,024 shares of Class A Preferred Stock outstanding. As of the date of this prospectus, Howmet Aerospace is authorized to issue
up to 10,000,0000 shares of Class B Preferred Stock. As of August 17, 2023, Howmet Aerospace had no shares of Class B Preferred
Stock outstanding.
Dividend Rights
Holders of common stock are entitled to receive
dividends when and as declared by Howmet Aerospace’s board of directors. However, no dividend may be declared or paid on the common
stock until Howmet Aerospace has paid (or declared and set aside funds for payment of) all dividends that have accrued on all classes
of outstanding preferred stock, if any.
Voting Rights
Holders of common stock are entitled to one vote
per share.
Liquidation Rights
Upon any liquidation, dissolution or winding up
of Howmet Aerospace, whether voluntary or involuntary, after payments to creditors and holders of all classes of preferred stock, if any,
of amounts to which they are then entitled under the terms of the classes or series of the preferred stock and the Certificate of Incorporation,
Howmet Aerospace’s remaining assets will be divided among holders of common stock. Under the Certificate of Incorporation, the consolidation
or merger of Howmet Aerospace with or into any other corporation or corporations or share exchange or division involving Howmet Aerospace
in pursuance of applicable statutes providing for the consolidation, merger, share exchange or division shall not be deemed a liquidation,
dissolution or winding up of Howmet Aerospace.
Preemptive Rights
Holders of common stock do not have any preemptive
right to subscribe for any securities of Howmet Aerospace.
Conversion and Other Rights
No conversion, redemption or sinking fund provisions
apply to the common stock, and the common stock is not subject to call or assessment by Howmet Aerospace.
Other Matters
Form and
Certification. The interest of any stockholder in the Company may be evidenced by certificates for shares of stock or may be
uncertificated. We are eligible to participate in the Direct Registration System (“DRS”). DRS is a method of recording shares
of stock in book-entry form, which means that the shares of common stock are registered in the stockholder’s name in the Company’s
books without the need for physical certificates. Shares of common stock held through DRS have all of the traditional rights and privileges
as shares of common stock held in certificate form.
Limitation
of Liability. Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting,
with exceptions, the monetary liability of a director to the corporation or its stockholders for breach of the director’s fiduciary
duties. The Certificate of Incorporation includes provisions that eliminate the liability of directors to Howmet Aerospace or its stockholders
for monetary damages for a breach of fiduciary duties as directors to the fullest extent permitted by Delaware law. Under Delaware law,
such a provision may not eliminate or limit a director’s monetary liability for: (i) breaches of the director’s duty
of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct
or knowing violation of law; (iii) the payment of unlawful dividends or stock repurchases or redemptions; or (iv) transactions
in which the director received an improper personal benefit. Any amendment, modification or repeal of the Certificate of Incorporation
shall not adversely affect any right or protection of a director of Howmet Aerospace in respect of any act or omission occurring prior
to the time of such amendment, modification or repeal. The Certificate of Incorporation provides that if the General Corporation
Law of the State of Delaware (the “DGCL”) is amended to further eliminate or limit the liability of a director, then a director
of Howmet Aerospace, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence,
shall not be liable to the fullest extent permitted by the amended DGCL.
Anti-Takeover
Effects. Certain provisions of Delaware law and the Certificate of Incorporation and the Bylaws may have certain anti-takeover
effects and may delay, defer or prevent a change in control of Howmet Aerospace.
Under Section 203 of the DGCL, a Delaware
corporation is generally prohibited from engaging in a “business combination” with an “interested stockholder”
for three years following the time that such person or entity becomes an interested stockholder, unless (i) prior to the time that
such stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in
the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock, excluding
for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
shares (A) owned by persons who are directors and also officers and (B) in employee stock plans in which employee participants
do not have the right to determine confidentially whether shares subject to the plan will be tendered in a tender or exchange offer, or
(iii) at or following the time that such stockholder becomes an interested stockholder, the board of directors and two-thirds of
the shares (other than owned by the interested stockholder) approve the transaction. A corporation may “opt out” of Section 203
of the DGCL in its certificate of incorporation. Howmet Aerospace has not “opted out” of, and is subject to, Section 203
of the DGCL.
In addition, the Certificate of Incorporation and
the Bylaws contain provisions which:
| · | provide that the board of directors may authorize the issuance from time to time of shares of preferred stock and in general may fix
the designations, powers, rights, preferences, qualifications, limitations and restrictions thereof; and |
| · | establish advance notice requirements for stockholders to nominate candidates for election as directors or present other business
for consideration at meetings of stockholders; and |
| · | pursuant to Section 115 of the DGCL, provide that the sole and exclusive forum for certain “internal corporate claims”
will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction,
the federal court for the District of Delaware). |
The above provisions of the Certificate of Incorporation
and the Bylaws may have certain anti-takeover effects.
SELLING STOCKHOLDERS
Elliott has provided
all of the information with respect to Elliott in this section for inclusion in this prospectus. We assume no liability for the completeness,
correctness or accuracy of any of the information included in this section that is provided by Elliott.
Elliott is a stockholder
of the Company and, as of August 17, 2023, holds 9,268,011 shares of common stock to be registered under the registration statement
of which this prospectus forms a part (such shares, the “Elliott Shares”).
The following table sets
forth certain information about Elliott as of August 17, 2023. The shares covered by this prospectus may be offered from time to
time by Elliott, as more fully described in the section entitled “Plan of Distribution,” beginning on page 8 of this
prospectus. Pursuant to Rule 416 under the Securities Act, this prospectus also covers any additional shares of common stock that
may become issuable in connection with shares of common stock sold by reason of a stock dividend, stock split or other similar transaction
effected without us receiving any cash or other value, which results in an increase in the number of our shares of common stock outstanding.
Except as otherwise
indicated, ownership is determined in accordance with the rules of the SEC relating to beneficial ownership and includes voting
or investment power with respect to shares. As of August 17, 2023, there were 412,209,789 shares of common stock of the Company
outstanding.
| Name of Selling | |
Shares of Common Stock
Beneficially Owned
Prior to this Offering | | |
Shares of
Common Stock
Being Offered | | |
Shares of Common Stock
Beneficially Owned After
this Offering (1) | |
| Stockholder | |
Number | | |
Percentage | | |
Number | | |
Number | | |
Percentage | |
| Elliott Associates (2) | |
| 2,965,764 | | |
| 0.7 | % | |
| 2,965,764 | | |
| — | | |
| — | |
| Elliott International (2) | |
| 6,302,247 | | |
| 1.5 | % | |
| 6,302,247 | | |
| — | | |
| — | |
| (1) | We
do not know when, if, or in what amounts Elliott may offer shares of common stock for sale. Elliott might not sell any or all of the
shares of common stock offered by this prospectus. Because Elliott may offer any amount of the shares of common stock pursuant to this
prospectus, we cannot estimate the number of shares of common stock that will be held by Elliott after completion of an offering. We
do not know when or on what amounts Elliott may acquire or dispose of shares of common stock that are not covered by this prospectus.
However, for purposes of this table, we have assumed that, after completion of this offering, none of the shares covered by this prospectus
will be held by Elliott. |
| (2) | “Elliott”
means collectively Elliott Associates, which holds 2,965,764 of the Elliott Shares itself and through The Liverpool Limited Partnership,
a Bermuda limited partnership and a wholly-owned subsidiary of Elliott Associates, and Elliott International, which holds 6,302,247 of
the Elliott Shares. Elliott Advisors GP LLC, which is controlled by Paul E. Singer (“Singer”), Elliott Capital Advisors,
L.P., which is controlled by Singer, and Elliott Special GP LLC, which is controlled by Singer, are the general partners of Elliott Associates.
Hambledon, Inc., which is also controlled by Singer, is the sole general partner of Elliott International. Elliott Investment Management
L.P., a Delaware limited partnership (“EIM”), is the investment manager of Elliott. EIM, as the investment manager of Elliott,
may be deemed to beneficially own the shares beneficially held by Elliott. The registered address of Elliott Associates is c/o The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States. The registered address of Elliott
International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands. |
Material Relationships
Between Selling Shareholders and Howmet Aerospace
Elliott has been a shareholder
of Howmet Aerospace since 2016. At that time, Howmet Aerospace was named Alcoa Inc., prior to the separation of Alcoa Inc.’s business
into two independent, publicly traded companies, Arconic Inc. (the new name for Alcoa Inc. and the predecessor to Howmet Aerospace) and
Alcoa Corporation, in November 2016. Following such separation, Howmet Aerospace was named Arconic Inc. until the separation of Arconic
Inc.’s business into two independent, publicly traded companies, Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic
Corporation, in April 2020. As disclosed above, as of August 17, 2023, EIM may be deemed to have voting and dispositive power
over 9,268,011 shares of our common stock.
Directors and Officers
David J. Miller, a member
of Howmet Aerospace’s board of directors since 2017, is an Equity Partner and Senior Portfolio Manager at Elliott Investment Management,
L.P. Mr. Miller also serves on the Finance Committee of Howmet Aerospace’s board of directors.
Letter Agreement
On July 13, 2023,
the Company and Elliott entered into a letter agreement (the “Letter Agreement”), pursuant to which the Company agreed to
file with the SEC a registration statement on Form S-3 for offerings to be made on a continuous or delayed basis pursuant to Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the SEC thereunder,
covering the resale of the Elliott Shares. Pursuant to the Letter Agreement, Elliott will bear all costs, expenses and fees in connection
with the registration of our shares of common stock to be sold by Elliott, including all SEC filing fees, fees paid to the Company’s
legal counsel and fees paid to the Company’s independent registered public accounting firm and other third-party service providers
in connection with the preparation of documents required in connection with such registration of our shares of common stock. In accordance
with the Letter Agreement, we will use commercially reasonable efforts to cause the registration statement of which this prospectus forms
a part to remain effective until the earlier of (a) April 13, 2024, the date that is nine months following the date of the Letter
Agreement, and (b) the termination by the Company of the Letter Agreement. We have not agreed to indemnify Elliott or any broker-dealer
participating in the sale of the shares of common stock against any liabilities, including liabilities under the Securities Act.
PLAN OF DISTRIBUTION
Elliott may offer and
sell up to 9,268,011 shares of common stock from time to time in one or more, or a combination, of the following transactions:
| | · | on any national securities
exchange or quotation service on which the common stock may be listed or quoted at the time of sale; |
| | | |
| | · | in the over-the-counter market; |
| | | |
| | · | in transactions otherwise
than on such exchange, system, or quotation service in the over-the-counter market; |
| | | |
| | · | through the writing of options,
whether such options are listed on an options exchange or otherwise; |
| | | |
| | · | a block trade in which a
broker-dealer engaged by Elliott will attempt to sell the shares as agent, but may resell all or a portion of the block as a principal
to facilitate the transaction; |
| | | |
| | · | a broker-dealer may purchase
the shares as a principal and then resell the shares for its own account; |
| | | |
| | · | privately negotiated transactions; |
| | | |
| | · | broker-dealers may agree
with Elliott to sell a specified number of such shares at a stipulated price per share; |
| | | |
| | · | ordinary brokerage transactions
and transactions in which the broker-dealer may solicit purchasers; |
| | | |
| | · | directly to one or more purchasers,
including through a specific bidding or auction process or otherwise; or |
| | | |
| | · | a combination of any such
methods of sale. |
Any such distribution
of shares of common stock may be effected from time to time in one or more transactions:
| | · | at a fixed price or prices
which may be changed from time to time; |
| | | |
| | · | at market prices prevailing
at the time of sale; |
| | | |
| | · | at prices related to such
prevailing market prices; or |
| | | |
| | · | at negotiated prices. |
Shares of our common
stock registered pursuant to the registration statement of which this prospectus forms a part may not be offered or sold through any underwritten
offering or underwriting syndicates managed or co-managed by one or more underwriters.
Elliott may select broker-dealers
to sell its shares of common stock. Broker-dealers that Elliott engages may arrange for other broker-dealers to participate in selling
the shares of common stock. Elliott may give these broker-dealers commissions, discounts or other concessions in amounts to be negotiated
at the time of sale (which commissions, discounts, or other concessions as to particular broker-dealers may be in excess of those customary
in the types of transactions involved) In connection with these sales, the participating broker-dealers, as well as Elliott, may be deemed
to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with the sales of the
shares of common stock. Accordingly, any commission, discount or other concession received by them and any profit on the resale of the
shares of common stock received by them may be deemed to be “underwriting discounts or commissions” under the Securities Act.
This prospectus may be
used in connection with any such offering of shares of our common stock.
We estimate that the
total expenses for the offering of Elliott shares (assuming all such Elliott Shares are offered and sold), excluding any brokerage fees
or commissions payable by Elliott, will be $250,000 and will be payable by Elliott.
To the extent applicable,
a prospectus supplement may be filed in connection with an offering by Elliott of shares of our common stock. In such cases, such prospectus
supplement may describe, among other things, additional information with respect to the terms of the offering of the shares of common
stock, including the public offering or purchase price of the shares of common stock, the method of distribution and settlement of the
shares of common stock and any applicable restrictions.
At the same time that
Elliott may offer and sell the shares of common stock pursuant to this prospectus and any accompanying prospectus supplement, Elliott
may also offer and sell shares of common stock not covered by this prospectus to third parties in privately negotiated transactions. There
can be no assurance that any publicly offered price in any offering pursuant to this prospectus and any accompanying prospectus supplement
will be more or less than the per share price paid in connection with any privately negotiated transactions. We do not have any control
over or visibility into any such privately negotiated transactions, and nor can we direct, instruct or otherwise influence Elliott’s
decisions with respect to their public or private offer or sale of any shares of common stock. There can also be no assurance that Elliott
will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a
part.
In accordance with the
Letter Agreement, we will use commercially reasonable efforts to cause the registration statement of which this prospectus forms a part
to remain effective until the earlier of (a) April 13, 2024, the date that is nine months following the date of the Letter Agreement,
and (b) the termination by the Company of the Letter Agreement. We have not agreed to indemnify Elliott or any broker-dealer participating
in the sale of the shares of common stock against any liabilities, including liabilities under the Securities Act.
Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than
affiliates of Howmet Aerospace.
LEGAL MATTERS
The validity of the common stock offered pursuant
to this prospectus will be passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware.
EXPERTS
The consolidated financial statements and management’s
assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal
Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
Howmet Aerospace Inc.
Up to 9,268,011 shares of Common Stock
August 21, 2023
PART II. INFORMATION NOT REQUIRED IN THE
PROSPECTUS
| Item 14. | Other Expenses of Sale and Distribution |
Set forth below is an estimate (except in the
case of the registration fee) of the amount of fees and expenses to be incurred in connection with the sale and distribution of the offered
shares of common stock, all of which will be borne by Elliott.
| SEC
registration fee | |
$ | 49,973.91 | |
| Printing
and engraving | |
$ | 4,000 | |
| Accounting
fees and expenses | |
$ | 15,000 | |
| Legal
fees of registrant’s counsel | |
$ | 160,000 | |
| Legal
fees of selling stockholder’s counsel | |
$ | 10,000 | |
| Miscellaneous | |
$ | 1,026.09 | |
| Total | |
$ | 240,000 | * |
| * | Excludes any brokerage fees or commissions payable by Elliott. |
| Item 15. | Indemnification of Directors and Officers |
The following summary is qualified in its entirety
by reference to the complete Delaware General Corporation Law (“DGCL”) and the registrant’s certificate of incorporation
as amended to date (“Certificate of Incorporation”).
The
registrant’s Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, as the same exists or
may hereafter be amended, a director of the Company shall not be personally liable either to the Company or to any of its stockholders
for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of the foregoing provision
in the Certificate of Incorporation shall not adversely affect any right or protection of a director of the registrant in respect of any
act or omission occurring prior to the time of such amendment, modification or repeal. The Certificate of Incorporation provides
that if the DGCL is amended to further eliminate or limit the liability of a director, then a director of the registrant, in addition
to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest
extent permitted by the amended DGCL.
Under Section 145 of the DGCL, a Delaware
corporation must indemnify its present or former directors and officers against expenses (including attorney’s fees) actually and
reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action,
suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation.
The DGCL generally permits a Delaware corporation to indemnify directors and officers against expenses, judgments, fines and amounts paid
in settlement of any action or suit for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal action, which they had no reasonable cause to believe was
unlawful.
The registrant is governed by the provisions of
the DGCL permitting the registrant to purchase director’s and officer’s insurance to protect itself and any director, officer,
employee or agent of the registrant. The registrant has an insurance policy which insures the directors and officers of the registrant
and its subsidiaries against certain liabilities which might be incurred in connection with the performance of their duties. The registrant
also has indemnification agreements with its directors and officers that provide for the maximum indemnification allowed by law.
Exhibit
Number |
|
Description of Exhibit |
| |
|
|
| 4(a) |
|
Certificate of Incorporation of Howmet Aerospace Inc., a Delaware corporation, incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| |
|
|
| 4(b) |
|
Bylaws of Howmet Aerospace Inc., a Delaware corporation, incorporated by reference to Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| |
|
|
| 4(c) |
|
Form of common stock certificate, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 4, 2018 (in the form utilizing the Company’s predecessor name). |
| |
|
|
| 4(d) |
|
Letter Agreement dated as of July 13, 2023 among the Company, Elliott Associates and L.P. Elliott International, L.P.* |
| |
|
|
| 5(a) |
|
Opinion of Richards, Layton & Finger, P.A.* |
| |
|
|
| 23(a) |
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.* |
| |
|
|
| 23(b) |
|
Consent of Richards, Layton & Finger, P.A. (included in the opinion filed as Exhibit 5(a) filed herewith). |
| |
|
|
| 24(a) |
|
Power of Attorney for directors and certain officers (incorporated by reference to the signature page of this Registration Statement).* |
| |
|
|
| 107 |
|
Filing Fee Table.* |
The undersigned registrant hereby
undertakes:
(a) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) to reflect in the prospectus
any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided,
however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated
by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of this registration statement.
(b) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) That, for the purpose of determining
liability under the Securities Act to any purchaser:
(i) each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(e) That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) any preliminary prospectus
or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus
relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;
(iii) the portion of any other
free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided
by or on behalf of such undersigned registrant; and
(iv) any other communication that
is an offer in the offering made by such undersigned registrant to the purchaser.
(f) That, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(g) To file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
(h) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on August 21, 2023.
| |
HOWMET AEROSPACE INC. |
| |
|
| |
By: |
/s/ Barbara L. Shultz |
| |
|
Barbara L. Shultz
Vice President and Controller |
SIGNATURES & POWERS OF ATTORNEY
Each of the undersigned directors and officers
of Howmet Aerospace Inc. hereby constitutes and appoints Kenneth J. Giacobbe, Lola F. Lin, W. Paul Myron and Barbara L. Shultz, and each
of them with power to act alone, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to execute any and all amendments or supplements to this
Registration Statement on Form S-3 or other applicable form, with all exhibits thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to
all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or
his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date |
| |
|
|
|
/s/ John C. Plant
John C. Plant |
Executive Chairman and Chief Executive Officer (Principal Executive Officer and Director) |
August 21, 2023 |
| |
|
|
|
/s/ Kenneth J. Giacobbe
Kenneth J. Giacobbe |
Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
August 21, 2023 |
| |
|
|
|
/s/ Barbara L. Shultz
Barbara L. Shultz |
Vice President and Controller (Principal Accounting Officer) |
August 21, 2023 |
| |
|
|
|
/s/ James F. Albaugh
James F. Albaugh |
Director |
August 21, 2023 |
| |
|
|
|
/s/ Amy E. Alving
Amy E. Alving |
Director |
August 21, 2023 |
| |
|
|
|
/s/
Sharon R. Barner
Sharon R. Barner |
Director |
August 21, 2023 |
| |
|
|
|
/s/ Joseph S. Cantie
Joseph S. Cantie |
Director |
August 21, 2023 |
| |
|
|
|
/s/ Robert F. Leduc
Robert F. Leduc |
Director |
August 21, 2023 |
| |
|
|
|
/s/ David J. Miller
David J. Miller |
Director |
August 21, 2023 |
| |
|
|
|
/s/
Jody G. Miller
Jody G. Miller |
Director |
August 21, 2023 |
| |
|
|
|
/s/
Ulrich R. Schmidt
Ulrich R. Schmidt |
Director |
August 21, 2023 |
Exhibit 4(d)
Howmet Aerospace Inc.
201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania 15212-5872
July 13, 2023
Elliott Associates, L.P.
Elliott International, L.P.
360
S. Rosemary Ave., 18th Fl.
West Palm Beach, FL 33401
Attention: Jeffrey
Blum
Jeff,
Per your request, in order to
facilitate certain sales of shares of common stock of Howmet Aerospace Inc. (“Howmet” or the “Company”),
the Company and the Elliott Parties (as defined below) hereby agree as follows:
I. Registration Statement.
The Company will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3
(the “Registration Statement”) for an offering to be made on a continuous or delayed basis pursuant to Rule 415
under the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder (the “Securities Act”),
covering the resale of shares of common stock of the Company which are currently owned by Elliott Associates, L.P. and/or Elliott International,
L.P. (together, “Elliott”; and each of them, an “Elliott Party”; and such shares, “Shares”).
The Registration Statement shall be in a form permitting registration of Shares for resale by the Elliott Parties in the manner or manners
designated by them (but excluding underwritten offerings or similar transactions). To assist, the Elliott Parties shall provide the Company
with any relevant information the Company may reasonably require for such Registration Statement, and the Elliott Parties shall not use
any “free writing prospectus” (as defined Rule 405 promulgated by the SEC under the Securities Act) in connection with
the sale of Shares without the prior written consent of the Company.
2. Blackout
Periods/Suspension. If at any time the Company determines that the filing or amendment of any Registration Statement or any supplement
or offering or sale of Shares pursuant thereto (or any disclosures required to be made in connection therewith) should be suspended due
to material non-public information concerning the Company or other legal considerations (a “Blackout”), the Company
shall not be required, for such period as it shall determine (a “Blackout Period”), to effect or maintain any registration
of Shares or make any filings or disclosures in furtherance thereof. Except in the case of Scheduled Blackouts (as defined below), the
Company shall, upon such determination, notify the Elliott Parties as promptly as practicable of such determination, and the Elliott
Parties shall, upon receipt of notice of such Blackout from the Company (or, in the case of Scheduled Blackouts, during such Scheduled
Blackouts), immediately suspend sales of Shares pursuant to such Registration Statement or using any prospectus or supplement thereto
until the termination of the Blackout Period. Upon receiving notice of a Blackout, the Elliott Parties shall maintain the confidentiality
of the existence (and circumstances, to the extent known) of the Blackout and shall not trade on the basis thereof. Except in the case
of Scheduled Blackouts, the Company shall inform the Elliott Parties of the termination of a Blackout Period as promptly as practicable
after such termination and provide information regarding the Elliott Parties' ability to resume trading. “Scheduled Blackout”
means, with respect to each fiscal quarter of the Company, the period beginning on (and including) the tenth calendar day prior to the
end of such fiscal quarter and ending on the commencement of trading on the New York Stock Exchange on the second business day following
the date of the public release of the Company's quarterly earnings results. Upon receipt of notification of any event contemplated by
the preceding paragraph, the Elliott Parties shall refrain from selling any Shares pursuant to the Registration Statement or using a
prospectus or any supplement thereto (a “Suspension”) until the Elliott Parties have received copies of a supplemented
or amended prospectus prepared and filed by the Company, or until the Elliott Parties are advised in writing by the Company that the
current prospectus or supplement thereto may be used. In the
event of any Blackout Period or Suspension, the Company may impose, and, if applicable, the Elliott Parties shall comply with, stop transfer
instructions with respect to the sale or transfer of Shares by the Elliott Parties until the end of the applicable Blackout Period or
Suspension.
3. Expenses.
In furtherance of the foregoing, within five (5) days following the date of this letter agreement, Elliott shall pay to the
Company the amount of $50,000, by wire transfer of immediately available funds. Such amount shall be non-refundable regardless of the
amount of expenses actually incurred by the Company, and the Company shall be entitled to additional expense reimbursement pursuant to
this paragraph to the extent its expenses exceed such initial payment amount. Elliott shall promptly (and in any event within five (5) business
days of its receipt of evidence from the Company) reimburse the Company for any reasonable and out-of-pocket expenses incurred by the
Company in connection with the Registration Statement and its performance of or compliance with this letter agreement by wire transfer
of immediately available funds over and above $50,000.00. Notwithstanding anything to the contrary in this letter agreement, the Company
shall not be obligated to effect the registration of any Shares pursuant to this letter agreement unless Elliott shall have paid all SEC
filing fees associated with such registration to the Company in advance of any such fees being due or payable.
4. Term
and Termination and Further Registration Rights. The Company's obligations pursuant to this letter agreement shall automatically terminate
on the earlier of (a) the date that is 9 months following the date hereof and (b) three business days following the date that
the Company sends Elliott a written notice of termination by email to you. Notwithstanding anything to the contrary in this letter agreement,
the Elliott Parties shall not have any demand registration rights or any piggyback registration rights.
5. Miscellaneous.
This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference
to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. This letter agreement
may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto. This letter agreement
and the rights granted hereunder may not be assigned by either party without the prior written consent of the other party, which may
be granted or withheld by such party in its sole and absolute discretion. This letter agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one and the same instrument. This letter agreement constitutes
the entire agreement and understanding among the parties and supersedes any prior understandings and/or written or oral agreements among
them respecting the subject matter herein.
Please confirm your agreement with the foregoing
by signing and returning this agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between the
Elliott Parties and the Company.
| |
Very truly yours, |
| |
|
| |
HOWMET AEROSPACE INC. |
| |
|
| |
By: |
/s/ Ken Giacobbe |
| |
|
Name: Ken Giacobbe |
| |
|
Title: Executive Vice President and Chief Financial Officer |
Accepted and agreed as of the date first written above:
ELLIOTT ASSOCIATES, L.P.
| By: Elliott Investment Management L.P., as attorney-in-fact |
|
| |
|
| By: |
/s/ Elliot Greenberg |
|
| |
Name: Elliot Greenberg |
|
| |
Title: Vice President |
|
ELLIOTT INTERNATIONAL, L.P.
By: Hambledon, Inc., its General Partner
By: Elliott Investment Management L.P., as attorney-in-fact
| By: |
/s/ Elliot Greenberg |
|
| |
Name: Elliot Greenberg |
|
| |
Title: Vice President |
|
Exhibit 5(a)
August 21, 2023
Howmet Aerospace Inc.
201 Isabella Street, Suite 200
Pittsburgh, PA 15212-5877
| Re: | Form S-3 Registration Statement |
Ladies and Gentlemen:
We are acting as special Delaware
counsel to Howmet Aerospace Inc., a Delaware corporation (the “Company”), in connection with the Form S-3 Registration Statement
of the Company to be filed with the Securities and Exchange Commission on or about August 21, 2023 (the “Registration Statement”)
with respect to the offering from time to time of shares of common stock, $1.00 par value per share, of the Company (“Common Stock”).
In this connection you have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware (the
“General Corporation Law”).
The Common Stock being registered
under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed
basis pursuant to the provisions of Rule 415 under the Securities Act.
For the purpose of rendering
our opinion as expressed herein, we have been furnished and have reviewed the following documents:
(i)
the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (the “Secretary
of State”) on November 12, 2017, and the Certificate of Amendment of the Company as filed with the Secretary of State on March 30,
2020;
(ii)
the Bylaws of the Company as amended effective as of December 31, 2017;
(iii) the
resolutions of the Board of Directors of the Company, adopted on August 14, 2023, with respect to the Registration Statement (the
“Resolutions”);
(iv)
the Registration Statement; and
(v)
a certificate of the Secretary of State, dated the date hereof, as to the good standing of the Company.
For purposes of this opinion,
we have not reviewed any documents other than the documents listed in paragraphs (i) through (v) above. In particular, we have not reviewed
any document (other than the documents listed in paragraphs (i) through (v) above) that is referred to in or incorporated by reference
into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material respects.
Howmet Aerospace Inc.
August 21, 2023
Page 2
With respect to all documents
examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with
the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion,
we have assumed (i) the legal capacity of each natural person who is a signatory to the documents examined by us, (ii) that each of the
parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such
documents, (iii) that, prior to the issuance of any shares of Common Stock in connection with any public offering pursuant to the Registration
Statement, the Board of Directors of the Company or a duly authorized committee thereof will adopt resolutions authorizing the issuance
of such shares of Common Stock and setting forth the consideration to be received for such shares of Common Stock, which total amount
shall not be less than the aggregated par value thereof, (iv) that the shares of Common Stock will be offered, issued, sold, delivered
to, and paid for by the purchaser(s) in accordance with the terms of such resolutions and any agreement or agreements between the Company
or selling shareholder and such purchaser(s) with respect thereto, (v) that the Company or selling shareholder will receive a total amount
in consideration for the shares of Common Stock sold in an amount not less than the aggregated par value thereof, (vi) that if issued
in certificated form, certificates representing the shares of Common Stock will be duly executed and delivered and, to the extent required
by any applicable agreement, duly authenticated and countersigned, and if issued in book-entry form, the shares of Common Stock will be
duly registered to the extent required by any applicable agreement, and (vii) that at the time the shares of Common Stock are issued,
the number of shares of Common Stock that were then issued, subscribed for or otherwise committed for issuance, will not exceed the number
of shares of Common Stock the Company is authorized to issue under its certificate of incorporation. We have not participated in the preparation
of the Registration Statement and assume no responsibility for its contents.
Howmet Aerospace Inc.
August 21, 2023
Page 3
This opinion is limited to the
laws of the State of Delaware and we have not considered and express no opinion on the laws of any other state or jurisdiction, including
federal laws and rules and regulations relating thereto.
Based upon the foregoing, and
upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and
subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Common Stock,
when issued, will be duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of
this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent,
we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Richards, Layton & Finger, P.A. |
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Howmet Aerospace Inc. of our report dated February 14, 2023 relating to the financial statements and
the effectiveness of internal control over financial reporting, which appears in Howmet Aerospace Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
August 21, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S–3
(Form Type)
Howmet Aerospace Inc.
(Exact Name of Registrant as Specified
in its Charter)
Table 1: Newly Registered
and Carry Forward Securities
| |
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit (2) |
Maximum Aggregate Offering Price (2)(3) |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to be Paid |
Equity |
Common Stock, par value $1.00 per share |
Rule 457(c) |
9,268,011 |
$48.93 |
$453,483,778.23 |
0.0001102 |
$49,973.91 |
|
|
|
|
| Fees Previously Paid |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
| Carry Forward Securities |
| Carry Forward Securities |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
– |
| |
|
Total Offering Amounts |
|
|
|
$453,483,778.23 |
– |
$49,973.91 |
|
|
|
|
| |
|
Total Fees Previously Paid |
|
|
|
|
|
N/A |
|
|
|
|
| |
|
Total Fee Offsets |
|
|
|
|
|
N/A |
|
|
|
|
| |
|
Net Fee Due |
|
|
|
|
|
$49,973.91 |
|
|
|
|
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
there is also being registered hereby such indeterminate number of additional shares of common stock, par value $1.00 per share, of the
registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule
457(c) of the Securities Act, on the bases of the average of the high and low prices for a share of the registrant’s common stock
as reported on the New York Stock Exchange on August 15, 2023. |
| (3) | The registrant will not receive any proceeds from the sale of its common stock by the selling shareholders. |
Howmet Aerospace (NYSE:HWM)
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부터 4월(4) 2024 으로 5월(5) 2024
Howmet Aerospace (NYSE:HWM)
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부터 5월(5) 2023 으로 5월(5) 2024
