Arconic Corp: M&A transaction — Apollo Funds complete $30/share acquisition of Arconic; stock delisted from NYSE

Parent’s issuance of 8.000% Senior Secured Notes due 2030 with an initial aggregate principal amount of $700 million

governing Parent’s asset-based revolving loan facility that provides aggregate borrowing availability equal to the lesser of $1,200 million and the borrowing base, maturing on the fifth anniversary of the date hereof

Parent’s issuance of 11.500% Senior Notes due 2031 with an initial aggregate principal amount of $500 million

governing Parent’s term loan facility in an aggregate principal amount of $1,425 million, maturing on the seventh anniversary of the date hereof

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

Marcelo Morgueta was appointed to the board of directors of Arconic, effective as of the Effective Time.

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

In connection with the Merger, each of William F. Austen, Christopher L. Ayers, Margaret S. Billson, Jacques Croisetiere, Elmer L. Doty, Carol S. Eicher, Frederick A. Henderson, Ellis A. Jones, Timothy D. Myers, E. Stanley O’Neal and Jeffrey Stafeil resigned from the board of directors of Arconic

Pursuant to the Merger Agreement, at the Effective Time, Arconic’s certificate of incorporation and bylaws were amended and restated in their entirety.

effectively withdraw or lose their right to appraisal and payment under Delaware law with respect to such Shares), were automatically converted into the right to receive $30.00 per share in cash, without interest (the “Merger Consideration”). At the Effective Time, on the terms and subject to the conditions of the Merger Agreement, each then-outstanding

Concurrently with the occurrence of the Effective Time, Arconic repaid all loans and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of May 13, 2020, among Arconic, the designated borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent

concurrently with the Effective Time, Parent, U.S. Bank Trust Company, National Association (the “Trustee”), Arconic and certain of Arconic’s subsidiaries (together with Arconic, the “Subsidiary Guarantors”) entered into the Supplemental Indenture No. 1 to the Indenture, dated as of August 10, 2023, among Parent, the subsidiary guarantors party thereto from time to time and the Trustee (the “2030 Notes Indenture”), governing Parent’s issuance of 8.000% Senior Secured Notes due 2030 with an initial aggregate principal amount of $700 million (the “2030 Notes”)

concurrently with the occurrence of the Effective Time, Arconic redeemed all of the outstanding principal amount of its 6.000% First Lien Notes due 2025 issued pursuant to that certain Indenture, dated as of May 13, 2020, among Arconic, the guarantors from time to time party thereto, and U.S. Bank National Association, as trustee, at a redemption price equal to 101.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, August 18, 2023

concurrently with the Effective Time, Arconic entered into an Indenture (the “2031 Notes Indenture”), among Parent, Arconic, the other Subsidiary Guarantors and the Trustee, governing Parent’s issuance of 11.500% Senior Notes due 2031 with an initial aggregate principal amount of $500 million (the “2031 Notes”)

concurrently with the Effective Time, Parent entered into the Asset-Based Revolving Credit Agreement among Holdings, Parent, as borrower, the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (the “ABL Credit Agreement”), governing Parent’s asset-based revolving loan facility that provides aggregate borrowing availability equal to the lesser of $1,200 million and the borrowing base

concurrently with the Effective Time, Parent entered into the Term Loan Credit Agreement among Arsenal AIC Holdings II LLC (“Holdings”), Parent, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Term Loan Credit Agreement”), governing Parent’s term loan facility in an aggregate principal amount of $1,425 million