[8-K] ATI Inc. Reports Material Event

Rhea-AI Filing Summary

ATI Inc. (NYSE: ATI) has refinanced and expanded its senior secured credit facilities by executing a Second Amended & Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement dated June 13, 2025.

The new five-year agreement matures on June 13, 2030 and consists of:

• $200 million term loan (fully funded at closing)
• $600 million asset-based revolving credit facility that includes (i) a $200 million letter-of-credit sub-facility and (ii) a $50 million swing-line
• Optional delayed-draw term loans of up to $100 million through June 13, 2026 (minimum $25 million per draw)
• The ability to request up to $300 million of incremental commitments at lender discretion

Borrowing availability under the revolver is determined by eligible accounts receivable and inventory, with an option to include certain machinery and equipment as collateral. Collateral is limited to working-capital assets and related proceeds; all obligations are guaranteed by domestic subsidiaries.

Pricing: SOFR-based borrowings carry spreads of 1.25%-1.75% (revolver) and 2.00% (term loans); base-rate borrowings carry spreads of 0.25%-0.75% (revolver) and 2.00% (term loans).

Covenants: If availability falls below the greater of 10% of maximum borrowing or $60 million—or if an event of default exists—the Loan Parties must maintain a minimum fixed-charge coverage ratio of 1.0x. Minimum liquidity must also be demonstrated during the 90-day window before maturity of several outstanding senior notes (2025-2031). The agreement contains customary affirmative, negative and change-of-control covenants and events of default; upon default, lenders may terminate commitments and accelerate all obligations.

Strategic Impact: The transaction extends ATI’s primary credit maturities to 2030, increases liquidity headroom, and adds structural flexibility through delayed-draw and incremental facilities, albeit at the cost of additional collateral pledges and covenant constraints.

Positive

• Maturity extension to 2030 removes near-term refinancing risk.
• Total committed capacity of $800 million (plus $100 million delayed-draw and $300 million accordion) enhances liquidity.
• Flexible, springing covenant provides operational headroom when availability exceeds thresholds.

Negative

• Secured by accounts receivable, inventory and related proceeds, limiting future collateral for other financing.
• Covenant trigger at low availability could restrict operations if borrowing base contracts during downturns.

Insights

Senior Credit Analyst

TL;DR: Extension to 2030 and $900 m total capacity improve liquidity; covenant triggers manageable if availability stays high.

The amendment converts ATI’s 2019 asset-based revolver into a larger, more flexible structure. Availability remains driven by receivables and inventory, aligning lender risk with liquid collateral. Interest spreads of 1.25%-1.75% are competitive for an ABL with this collateral profile, indicating lender confidence. The delayed-draw feature gives ATI time-phased access to another $100 million, useful for working-capital spikes tied to aerospace and energy demand cycles. The sole financial covenant activates only when availability is tight, providing operating flexibility. By pushing maturity to 2030, ATI eliminates near-term refinancing risk and staggers debt maturities relative to its unsecured notes ladder. Overall credit profile strengthens.

Equity Strategist

TL;DR: Liquidity boost is equity-positive, but secured borrowing and covenant tests can cap future leverage.

From an equity perspective, the facility adds $600 million of revolver capacity plus $300 million potential upsizing, supporting growth capex and cushion against macro volatility. However, pledging working-capital assets and potential machinery narrows the unencumbered asset pool, which could limit future unsecured borrowings or strategic options. The fixed-charge coverage ratio, though only springing, becomes critical if markets soften and borrowing base shrinks. Incremental debt capacity is at lender discretion, introducing execution risk. Net, the agreement removes refinancing overhang through 2030 and signals adequate bank appetite, a modest positive for valuation multiples.

ATI INC false 0001018963 0001018963 2025-06-13 2025-06-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025 (June 13, 2025)

ATI Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-12001		25-1792394
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2021 McKinney Avenue, Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (800) 289-7545

N/A

(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 (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		ATI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2025, ATI Inc. (the “Company”) and certain wholly-owned domestic subsidiaries of the Company entered into that certain Second Amended and Restated Revolving Credit, Term Loan, Delayed Draw Term Loan and Security Agreement by and among the subsidiary borrowers party thereto (collectively, the “Borrowers”), the Company and other subsidiary guarantors party thereto (collectively, the “Guarantors” and together with the Borrowers, the “Loan Parties”), the lenders party thereto (the “Lenders”), PNC Bank, National Association, as Agent (the “Agent”), Bank of America N.A., as Joint Lead Arranger and Co-Syndication Agent, Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., and Wells Fargo Bank, National Association, as Co-Syndication Agents, and PNC Capital Markets LLC, as Joint Lead Arranger and Sole Bookrunner (as amended, the “Credit Agreement”). The Credit Agreement amends and restates the First Amendment and Restated Revolving Credit, Term Loan and Security Agreement, dated as of September 30, 2019, by and among the Loan Parties, the Agent and the lenders party thereto, as amended.

The Credit Agreement extends through June 13, 2030 and includes (a) a $200 million term loan (the “Term Loan”) and (b) a $600 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility includes a letter of credit sub-facility of up to $200 million and a swing loan facility of up to $50 million at any one time outstanding, and pursuant to which the Borrowers may borrow, repay and re-borrow amounts not to exceed the then-available maximum advance amount available under the Revolving Credit Facility, as long as no default or event of default has occurred and is continuing. Additionally, the Credit Agreement provides that one or more of the Borrowers may borrow additional term loans (each, a “Delayed Draw Term Loan”) of at least $25 million up to an aggregate amount of $100 million until the earlier of (a) the date on which $100 million in aggregate Delayed Draw Term Loans has been advanced or (ii) June 13, 2026. The Credit Agreement also provides that the Company has right to request one or more incremental term loan commitments or increases of the Revolving Credit Facility up to an aggregate initial principal amount of $300 million, provided that any such increase is in the sole discretion of the Lenders.

The obligations of the Loan Parties under the Credit Agreement currently are secured by each Loan Party’s respective (i) accounts receivable and inventory and (ii) solely to the extent related to such accounts receivable and inventory, proceeds, supporting obligations, chattel paper, documents, electronic chattel paper, general intangibles, instruments, deposit accounts, commercial tort claims, and letter-of-credit rights. Furthermore, the obligations of the Borrowers under the Credit Agreement have been guaranteed by the Guarantors. Availability under the Revolving Credit Facility is based upon the amount of eligible inventory and eligible accounts receivables applied against certain advance rates. Additionally, the Credit Agreement provides the Company with the option of including certain additional machinery and equipment as additional collateral for purposes of determining availability under the Credit Facility. The applicable interest rate for borrowings under the Revolving Credit Facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and 1.75% for SOFR-based borrowings and 0.25% and 0.75% for base rate borrowings. Interest payable on the Term Loan and any Delayed Draw Term Loan is determined with reference to a SOFR-based rate or the base rate plus 2%.

The Credit Agreement contains a financial covenant whereby, at any time an event of default has occurred and is continuing or undrawn availability under the Revolving Credit Facility is less than the greater of (i) 10% of the then applicable maximum borrowing amount or (ii) $60.0 million, the Loan Parties must maintain a fixed charge coverage ratio of not less than 1.00:1.00, as

calculated in accordance with the terms of the Credit Agreement. Additionally, the Borrowers must demonstrate minimum liquidity specified by the Credit Agreement during the 90-day period immediately preceding the stated maturity date of its 3.50% Senior Unsecured Notes due 2025, 5.875% Senior Unsecured Notes due 2027, 4.825% Senior Unsecured Notes due 2029, 7.25% Senior Unsecured Notes due 2030 and 5.12% Senior Unsecured Notes due 2031 and the 6.95% Debentures due 2025 issued by the Company’s wholly owned subsidiary, Allegheny Ludlum LLC.

The Credit Agreement also contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Loan Parties with respect to indebtedness, liens, investments, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Credit Agreement provides for customary events of default, including a failure to pay principal, interest or fees when due, failure to comply with covenants, the fact that any representation or warranty made by any of the Loan Parties is materially incorrect, the occurrence of an event of default under certain other indebtedness of Loan Parties, the commencement of certain insolvency or receivership events affecting any of the Loan Parties and the occurrence of a change in control of the Company. Upon the occurrence of an event of default, the commitments of the Lenders may be terminated, and all outstanding obligations of the Loan Parties under the Credit Agreement may be declared immediately due and payable.

The foregoing is a summary of the material terms and conditions of the Credit Agreement and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Credit Agreement which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

SIGNATURE

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.

ATI Inc.
By:		/s/ Vaishali S. Bhatia
		Vaishali S. Bhatia
		Senior Vice President, General Counsel and Chief Compliance Officer

Dated: June 20, 2025

FAQ

What is the size of ATI's new revolving credit facility?

ATI secured a $600 million asset-based revolving credit facility that can be borrowed, repaid and re-borrowed through June 13, 2030.

How much term debt is included in ATI's 2025 credit agreement?

The agreement includes an initial $200 million term loan plus up to $100 million in delayed-draw term loans.

When does ATI's amended credit agreement mature?

The facility matures on June 13, 2030.

What interest spreads apply to the revolver under the new agreement?

SOFR-based borrowings carry spreads of 1.25%-1.75%, while base-rate borrowings are 0.25%-0.75% over the base rate.

Does the agreement impose financial covenants on ATI?

A 1.0x fixed-charge coverage ratio applies only when availability falls below 10% of maximum borrowing or $60 million.