Carpenter Technology Corporation Announces Pricing of $700.0 Million Private Offering of 5.625% Senior Notes Due 2034

Rhea-AI Summary

Carpenter Technology (NYSE: CRS) priced a private offering of $700.0 million aggregate principal amount of 5.625% senior notes due 2034, sold under Rule 144A and Regulation S. The offering is expected to close on November 20, 2025 subject to customary closing conditions.

Net proceeds, together with cash on hand, will be used to redeem in full the company’s 6.375% senior notes due 2028 and 7.625% senior notes due 2030 (including accrued interest and premium where applicable) and for general corporate purposes, which may include repayment or repurchase of other indebtedness.

Positive

• $700.0M notes priced at par
• Coupon of 5.625% on new notes
• Planned close on Nov 20, 2025
• Will redeem 6.375% due 2028 and 7.625% due 2030

Negative

• New notes extend weighted debt maturity to 2034
• Use of proceeds includes unspecified general corporate purposes

Insights

Credit Capital Markets Analyst

Carpenter priced $700.0 million of 5.625% notes to refinance higher‑coupon debt, lowering cash interest cost if closed on November 20, 2025.

The company issued $700.0 million of 5.625% senior notes due 2034 in a private placement and intends to use proceeds and cash on hand to redeem in full its existing 6.375% notes due 2028 and 7.625% notes due 2030. This action replaces shorter‑dated, higher‑coupon obligations with a longer maturity instrument, which should extend debt duration and reduce coupon expense on the swapped principal.

Key dependencies and risks include the closing meeting customary conditions on November 20, 2025 and the company executing the stated redemptions. Monitor confirmation of closing, actual redemption notices for the 2028 and 2030 notes, and the company’s stated use of any remaining proceeds; these items should clear within days to weeks after the expected close.

PHILADELPHIA, Nov. 10, 2025 (GLOBE NEWSWIRE) -- Carpenter Technology Corporation (NYSE: CRS) (the “Company”) announced today that it priced an offering of $700.0 million aggregate principal amount of 5.625% senior notes due 2034 (the “Notes”) at par through a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation S, each under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is expected to close on November 20, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem in full its 6.375% senior notes due 2028, including any accrued but unpaid interest due, redeem in full its 7.625% senior notes due 2030, including any accrued but unpaid interest and premium due, and for general corporate purposes, which may include repayment or repurchase of certain other outstanding indebtedness.

The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale, nor is it an offer to purchase or the solicitation of an offer to sell the Notes in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release does not constitute a notice of redemption with respect to the 6.375% senior notes due 2028 or the 7.625% senior notes due 2030.

About Carpenter Technology

Carpenter Technology Corporation is a recognized leader in high-performance specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, and other markets. Founded in 1889, Carpenter Technology has evolved to become a pioneer in premium specialty alloys including nickel, cobalt, and titanium and material process capabilities that solve our customers' current and future material challenges.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected, anticipated or implied. The most significant of these uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including its report on Form 10-K for the fiscal year ended June 30, 2025 and Form 10-Q for the quarter ended September 30, 2025 and the exhibits attached to those filings. They include but are not limited to: (1) the cyclical nature of the specialty materials business and certain end-use markets, including aerospace, defense, medical, energy, transportation, industrial and consumer, or other influences on the Company’s business such as new competitors, the consolidation of competitors, customers, and suppliers or the transfer of manufacturing capacity from the United States to foreign countries; (2) the ability of the Company to achieve cash generation, growth, earnings, profitability, operating income, cost savings and reductions, qualifications, productivity improvements or process changes; (3) the ability to recoup increases in the cost of energy, raw materials, freight or other factors; (4) domestic and foreign excess manufacturing capacity for certain metals; (5) fluctuations in currency exchange and interest rates; (6) the effect of government trade actions, including tariffs; (7) the valuation of the assets and liabilities in the Company’s pension trusts and the accounting for pension plans; (8) possible labor disputes or work stoppages; (9) the potential that our customers may substitute alternate materials or adopt different manufacturing practices that replace or limit the suitability of our products; (10) the ability to successfully acquire and integrate acquisitions; (11) the availability of credit facilities to the Company, its customers or other members of the supply chain; (12) the ability to obtain energy or raw materials, especially from suppliers located in countries that may be subject to unstable political or economic conditions; (13) the Company’s manufacturing processes are dependent upon highly specialized equipment located primarily in facilities in Reading and Latrobe, Pennsylvania and Athens, Alabama for which there may be limited alternatives if there are significant equipment failures or a catastrophic event; (14) the ability to hire and retain a qualified workforce and key personnel, including members of the executive management team, management, metallurgists and other skilled personnel; (15) fluctuations in oil and gas prices and production; (16) the impact of potential cyber attacks and information technology or data security breaches; (17) the ability of suppliers to meet obligations due to supply chain disruptions or otherwise; (18) the ability to meet increased demand, production targets or commitments; (19) the ability to manage the impacts of natural disasters, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; (20) geopolitical, economic, and regulatory risks relating to our global business, including geopolitical and diplomatic tensions, instabilities and conflicts, such as the war in Ukraine, the conflict between Israel and HAMAS, the conflict between Israel and Hezbollah, Houthi attacks on commercial shipping vessels and other naval vessels as well as compliance with U.S. and foreign trade and tax laws, sanctions, embargoes and other regulations; (21) challenges affecting the commercial aviation industry or key participants including, but not limited to production and other challenges at The Boeing Company; (22) the impact of a continued shutdown of the U.S. government; and (23) the consequences of the announcement, maintenance or use of the Company’s share repurchase program. Any of these factors could have an adverse and/or fluctuating effect on the Company’s results of operations. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this press release or as of the dates otherwise indicated in such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements.

Investor Inquiries: John Huyette +1 610-208-2061 jhuyette@cartech.com	Media Inquiries: Heather Beardsley +1 610-208-2278 hbeardsley@cartech.com

FAQ

What did Carpenter Technology (CRS) announce on November 10, 2025?

Carpenter priced a private offering of $700.0 million of 5.625% senior notes due 2034 expected to close on Nov 20, 2025.

How will Carpenter use the proceeds from the $700M CRS notes offering?

Net proceeds plus cash will be used to redeem in full the 6.375% 2028 and 7.625% 2030 senior notes and for general corporate purposes.

When do the new CRS 5.625% senior notes mature?

The new senior notes mature in 2034.

Will the $700M CRS notes be registered for public sale in the U.S.?

No; the notes have not been registered under the Securities Act and were offered in a private placement under Rule 144A and Regulation S.

Does the press release constitute a redemption notice for current CRS notes?

No; the release explicitly states it does not constitute a notice of redemption for the 2028 or 2030 notes.