RTI International Metals Prices Convertible Senior Notes Due 2019

RTI International Metals Prices Convertible Senior Notes Due 2019

PITTSBURGH--(BUSINESS WIRE)-- RTI International Metals, Inc. (NYS: RTI) , today announced the pricing of its public offering of $350 million aggregate principal amount of 1.625% Convertible Senior Notes due 2019 (the "Convertible Notes"), in an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), which amount represents a $100 million increase over the previously announced amount. RTI has granted the underwriters of the Convertible Notes a thirty-day option to purchase up to an additional $52.5 million aggregate principal amount of Convertible Notes on the same terms and conditions to cover over-allotments, if any.

The Convertible Notes will pay interest semi-annually in arrears on April 15 and October 15 of each year beginning October 15, 2013, at an annual rate of 1.625%, and will mature on October 15, 2019 unless earlier repurchased or converted. The initial conversion rate for the Convertible Notes is 24.5604 shares of RTI common stock per $1,000 principal amount of Convertible Notes (representing an initial conversion price of approximately $40.72 per share of common stock), subject to adjustment in certain events. Upon conversion, RTI will deliver or pay, as the case may be, shares of RTI common stock, cash or a combination of cash and shares of RTI common stock, at RTI's election. The net proceeds to RTI from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $339 million (assuming no exercise of the over-allotment). The offering is expected to close on April 17, 2013, subject to customary closing conditions.

RTI has committed to use a portion of the proceeds from the sale of Convertible Notes to repurchase approximately $115.6 million aggregate principal amount of its outstanding 3.000% Convertible Senior Notes due 2015 through individually negotiated private repurchases totaling approximately $132.1 million. The remainder of the proceeds will be used for working capital and general corporate purposes, including capital expenditures and potential future acquisitions.

The Convertible Notes will be senior unsecured obligations of RTI, and will be guaranteed by each of RTI's subsidiaries that guarantee RTI's obligations under RTI's current credit facility, as amended. Each subsidiary guarantee will be a joint and several, unconditional guarantee of RTI's obligations under the Convertible Notes and the indenture under which the Convertible Notes are issued.

A registration statement relating to these securities has been filed and is effective. A written prospectus for the offering, meeting the requirements of Section 10 of the Securities Act of 1933, may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone at (888) 603-5847 or by e-mail at Barclaysprospectus@broadridge.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone at (800) 831-9146 or by e-email at BATProspectusdept@citi.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

Forward-Looking Statement

The statements in this release relating to matters that are not historical facts are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that may involve risks and uncertainties and certain other factors, which may include, among others, the current market demand for these types of securities generally and the securities of RTI specifically, conditions in the financial markets, and customary offering closing conditions. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, cautionary statements identifying important factors, but not necessarily all factors, that could cause actual results to differ materially from those set forth in the forward-looking statement have been included in the prospectus for this offering, the Form 10-K of RTI for the year ended December 31, 2012, and in subsequent filings for RTI. Please see RTI's filings with the SEC for certain other risks that could impact the offering or RTI's business.

Company Description

RTI International Metals, Inc., headquartered in Pittsburgh, specializes in advanced titanium, meeting the requirements of the world's most technologically sophisticated applications in aerospace, defense, propulsion, medical device, energy, industrial, and chemical markets. For over 60 years, RTI has been taking titanium further through advanced manufacturing, engineering, machining, and forming processes. RTI delivers titanium mill products, extruded shapes, form-ready parts, and highly engineered components through our downstream-integrated supply chain. RTI has locations in the United States, Canada, Europe, and Asia.

RTI International Metals, Inc.
Dan Crookshank, 412-893-0084
Director - Investor Relations

KEYWORDS: United States North America Ohio Pennsylvania


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