Hexcel 8-K 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2017 (February 13, 2017)
(Exact name of registrant as specified in its charter)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement
On February 16, 2017, Hexcel Corporation (the Company) completed a public offering of $400,000,000 million aggregate principal amount of its 3.950% Senior Notes due 2027 (the Notes).
The offering of the Notes was made pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-199500) filed with the Securities and Exchange Commission (the SEC) on October 21, 2014, including a related prospectus and prospectus supplement filed with the SEC on October 21, 2014 and February 13, 2017, respectively.
In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated February 13, 2017 (the Underwriting Agreement), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the underwriters named therein (together, the Underwriters). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under the base indenture dated as of August 3, 2015 (the Base Indenture), between the Company and U.S. Bank National Association, as trustee, as amended by a second supplemental indenture, dated as of February 16, 2017 (the Second Supplemental Indenture, and together with the Base Indenture, the Indenture).
The Underwriting Agreement, the Indenture, and the respective form of global notes for the offering, are filed as exhibits to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.