DESCRIPTION OF
SENIOR DEBT SECURITIES
The following
description sets forth certain general terms and provisions of the senior debt securities that Howmet Aerospace may offer under this
prospectus. The particular terms of any senior debt securities and the extent, if any, to which the following general provisions may
apply to any series of senior debt securities will be described in one or more prospectus supplements relating to the issuance of those
senior debt securities. For purposes of this description, references to “Howmet Aerospace,” “the
Company,” “the issuer,” “we,” “our” and “us” refer only to Howmet Aerospace Inc.
and do not include any of Howmet Aerospace’s current or future subsidiaries.
Senior
debt securities may be issued, from time to time, in one or more series under the indenture dated as of September 30, 1993 (the
“original indenture”) between Alcoa Inc. (formerly known as Aluminum Company of America),
a Pennsylvania corporation, and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A.), as trustee, as successor to J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Trust Company,
N.A., as successor to PNC Bank, National Association), as supplemented by the first supplemental indenture dated as of January 25,
2007 (the “first supplemental indenture”) between Alcoa Inc., a Pennsylvania corporation, and the trustee, the second supplemental
indenture dated as of July 15, 2008 (the “second supplemental indenture”) between Alcoa Inc., a Pennsylvania corporation,
and the trustee, the fourth supplemental indenture dated as of December 31, 2017 (the “fourth supplemental indenture”)
among Arconic Inc. (formerly known as Alcoa Inc.), a Pennsylvania corporation, Arconic Inc. (which subsequently changed its name to Howmet
Aerospace Inc.), a Delaware corporation, and the trustee and the fifth supplemental indenture dated as of April 16, 2020 (the “fifth
supplemental indenture”) between Howmet Aerospace Inc., a Delaware corporation, and the trustee. The original indenture, the first
supplemental indenture, the second supplemental indenture, the fourth supplemental indenture and the fifth supplemental indenture are
incorporated by reference as exhibits to the registration statement of which this prospectus is a part. References in this prospectus
to the trustee for our senior debt securities mean The Bank of New York Mellon Trust Company, N.A. The terms of the senior debt securities
include those expressly set forth in the original indenture, as supplemented by the first supplemental indenture, the second supplemental
indenture, the fourth supplemental indenture and the fifth supplemental indenture (the original indenture as so supplemented, the “senior
indenture”), and those made part of the senior indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). You may obtain a copy of the senior indenture from us without charge by the means described under “Where
You Can Find More Information.”
The following summary
of certain provisions of the senior indenture and the senior debt securities that may be offered under this prospectus is not meant to
be complete. For more information, you should refer to the full text of the senior indenture and the senior debt securities, including
the definitions of terms used and not defined in this prospectus. Notwithstanding the provisions of the senior indenture described below,
senior debt securities will not be issued in bearer form after March 18, 2012.
General
The senior indenture
does not limit the aggregate principal amount of senior debt securities that Howmet Aerospace may issue, whether under the senior indenture
or any existing indenture or other indenture that Howmet Aerospace may enter into in the future or otherwise. Unless otherwise specified
in a prospectus supplement relating to an offering of senior debt securities, the senior debt securities offered under this prospectus:
| · | will
be unsecured obligations of Howmet Aerospace; |
| · | may
be issued under the senior indenture from time to time in one or more series up to the aggregate
amount from time to time authorized by Howmet Aerospace for each series; and |
| · | will
rank on a parity with all other unsecured and unsubordinated indebtedness of Howmet Aerospace. |
A prospectus supplement
will describe the following terms of any series of senior debt securities that Howmet Aerospace may offer:
| · | the
specific designation, aggregate principal amount being offered and purchase price; |
| · | any
limit on the aggregate principal amount of such senior debt securities of the series that
Howmet Aerospace may issue; |
| · | whether
the senior debt securities of the series are to be issuable as registered securities or bearer
securities or both, whether any of the senior debt securities of the series are to be issuable
initially in temporary global form and whether any of the senior debt securities of the series
are to be issuable in permanent global form; |
| · | the
date(s) on which the principal is payable and any right to extend such date(s); |
| · | the
rate(s) at which the senior debt securities of the series being offered will bear interest
or method of calculating any interest rate(s); |
| · | the
date(s) from which interest will accrue, or the manner of determination of interest
payment dates; |
| · | the
regular record date for any interest payable on any senior debt securities of the series
being offered which are registered securities on any interest payment date and the extent
to which, or the manner in which, any interest payable on a temporary global senior debt
security on an interest payment date will be paid if other than in the manner described under
“Temporary Global Securities” below; |
| · | the
person to whom any interest on any registered security of the series will be payable if other
than the person in whose name the registered security is registered at the close of business
on the regular record date for the interest as described under “Payment and Paying
Agents” below, and the manner in which any interest on any bearer security will be
paid if other than in the manner described under “Payment and Paying Agents”
below; |
| · | any
right to defer payments of interest by extending the interest payment periods and the duration
of such extensions; |
| · | any
mandatory or optional sinking fund or analogous provisions; |
| · | each
office or agency where, subject to the terms of the senior indenture as described below under
“Payment and Paying Agents,” the principal of and any premium and interest on
the senior debt securities of the series will be payable, each office or agency where, subject
to the terms of the senior indenture as described below under “Form, Exchange, Registration
and Transfer,” the senior debt securities of the series may be presented for registration
of transfer or exchange, and each office or agency where notices and demands to or upon the
Company in respect of the senior debt securities of the series or the senior indenture may
be served; |
| · | the
date(s) after which and the period(s) within which, the price(s) at which
and the terms and conditions upon which the senior debt securities of the series may be redeemed,
in whole or in part, at the option of Howmet Aerospace; |
| · | any
obligation of Howmet Aerospace to redeem or purchase the senior debt securities of the series
at the option of the holder thereof and the date(s) after which and the period(s) within
which, the price(s) at which and the terms and conditions upon which the senior debt
securities of the series will be redeemed or purchased, in whole or in part, under such obligations; |
| · | the
denominations in which any senior debt securities of the series that are registered securities
will be issuable, if other than denominations of $1,000 and any integral multiple thereof,
and the denomination or denominations in which any senior debt securities of the series that
are bearer securities will be issuable, if other than the denomination of $5,000; |
| · | the
currency, currencies or currency units of payment of principal of and any premium and interest
on the senior debt securities of the series and the manner of determining the U.S. dollar
equivalent for purposes of determining outstanding senior debt securities of the series; |
| · | if
the principal of or any premium or interest on any senior debt securities of the series is
to be payable at the election of the Company or holder thereof in one or more currencies
or currency units other than that or those in which the senior debt securities of the series
are stated to be payable, the currency currencies or currency units in which payment of the
principal of and any premium and interest on the senior debt securities of the series as
to which such election is made shall be payable and the periods within which and the terms
and conditions upon which such election is to be made; |
| · | any
index used to determine the amount of payments of principal of and any premium and interest
on the senior debt securities of the series; |
| · | the
portion of the principal amount of the senior debt securities of the series, if other than
the principal amount, payable upon acceleration of maturity; |
| · | if
other than the trustee, the person who will be the security registrar of the senior debt
securities of the series; |
| · | whether
the senior debt securities of the series will be subject to defeasance or covenant defeasance
as described below under “Defeasance and Covenant Defeasance”; |
| · | any
terms and conditions under which the senior debt securities of the series may be convertible
into or exchangeable for common stock of Howmet Aerospace; |
| · | whether
the senior debt securities of the series will be issuable in whole or in part in the form
of one or more book-entry securities and, in such case, the depository or depositories for
such book-entry debt security or book-entry securities and any circumstances other than those
set forth in the senior indenture in which any such book-entry security may be transferred
to, and registered and exchanged for senior debt securities of the series registered in the
name of, a person other than the depository for such book-entry security or a nominee thereof
and in which any such transfer may be registered; |
| · | whether
the senior debt securities of the series are issuable as a global security, and in such case,
the identity of the depository; |
| · | any
other terms of the senior debt securities of the series not inconsistent with the provisions
of the senior indenture (Section 301); |
| · | certain
U.S. federal income tax consequences; and |
| · | any
special provisions for the payment of additional amounts with respect to the senior debt
securities of the series. |
Senior debt securities
of a series may be issued at a substantial discount below their stated principal amount. Certain U.S. federal income tax considerations
applicable to senior debt securities of any series issued at a discount and to senior debt securities of a series that are denominated
in a currency other than U.S. dollars will be described in the applicable prospectus supplement.
Redemption
Pursuant to the
terms of the senior indenture (as may be further amended and/or supplemented from time to time), any senior debt securities issued pursuant
to such senior indenture may be redeemable before their stated maturity in accordance with the applicable terms set forth, if any, in
the applicable prospectus supplement. In addition to any terms specified in such applicable prospectus supplement, the senior debt securities
may be redeemable, as a whole or in part, at our option, at any time or from time to time, on at least 15 days, but not more than 60
days, prior notice to the holders of such senior debt securities. Any notice of redemption of the senior debt securities to be redeemed
at the option of the Company may state that such redemption shall be conditional, in the Company’s discretion, on one or more conditions
precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions
will not be satisfied by the redemption date, and that in such event, such redemption notice shall be of no further force or effect and
the Company shall not be required to redeem the senior debt securities on the redemption date or otherwise.
Form, Exchange, Registration and
Transfer
Senior debt securities
may be issued in registered form or bearer form or both, as specified in the terms of the series. Senior debt securities will not be
issued in bearer form after March 18, 2012. Unless otherwise indicated in an applicable prospectus supplement, definitive bearer
securities will have interest coupons attached. (Section 201) Senior debt securities of a series may also be issuable in temporary
and permanent global form. (Sections 203 and 301) See “Permanent Global Securities” below.
In connection with
its sale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), no bearer security,
including a senior debt security in permanent global form, may be mailed or otherwise delivered to any location in the United States
or its possessions. No bearer security other than a temporary global bearer security may be delivered, nor may interest be paid on any
bearer security unless the person entitled to receive the bearer security or interest furnishes written certification, in the form required
by the senior indenture, to the effect that such person:
| · | is
a foreign branch of a U.S. financial institution purchasing for its own account or for resale,
or is a U.S. person who acquired the senior debt security through such a financial institution
and who holds the senior debt security through such financial institution on the date of
certification. In either of such cases, such financial institution must provide a certificate
to Howmet Aerospace or the distributor selling the senior debt security to it stating that
it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder;
or |
| · | is
a financial institution holding for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). |
A financial institution
holding for purposes of resale during the restricted period, whether or not also satisfying the other two prongs of the above sentence,
must certify that it has not acquired the senior debt security for purposes of resale directly or indirectly to a U.S. person or to a
person within the United States or its possessions. In the case of a bearer security in permanent global form, such certification must
be given in connection with notation of a beneficial owner’s interest therein. (Section 303) See “Temporary Global Securities”
below.
Senior debt securities may be presented
for exchange as follows:
| · | Registered
securities will be exchangeable for other registered securities of the same series. |
| · | If
senior debt securities have been issued as both registered securities and bearer securities,
subject to certain conditions, holders may exchange bearer securities for registered securities
of the same series of any authorized denominations and of a like aggregate principal amount
and tenor. |
| · | Bearer
securities surrendered in exchange for registered securities between a regular record date
or a special record date and the relevant date for payment of interest must be surrendered
without the coupon relating to such date for payment of interest and interest will not be
payable in respect of the registered security issued in exchange for such bearer security,
but will be payable only to the holder of such coupon when due in accordance with the terms
of the senior indenture. |
| · | Bearer
securities will not be issued in exchange for registered securities. |
| · | Each
bearer security other than a temporary global bearer security will bear a legend substantially
to the following effect: “Any U.S. Person who holds this obligation will be subject
to limitations under U.S. income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the Internal Revenue Code.” |
Registered securities
may be presented for registration of transfer, with the form of transfer endorsed thereon duly executed, if so required by Howmet Aerospace
or the trustee or any transfer agent, at the office of the security registrar or at the office of any transfer agent designated by Howmet
Aerospace for that purpose with respect to any series of senior debt securities and referred to in the applicable prospectus supplement,
without service charge and upon payment of any taxes and other governmental charges as described in the senior indenture. Any transfer
or exchange will be effected once the security registrar or transfer agent, as the case may be, is satisfied with the documents of title
and identity of the person making the request. (Section 305)
If a prospectus
supplement refers to any transfer agents, in addition to the security registrar, initially designated by Howmet Aerospace with respect
to any series of senior debt securities, Howmet Aerospace may at any time rescind the designation of any additional transfer agent or
approve a change in the location through which any transfer agent acts. If senior debt securities of a series are issuable solely as
registered securities, Howmet Aerospace will be required to maintain a transfer agent in each place of payment for the series. If senior
debt securities of a series are issuable as bearer securities, Howmet Aerospace will be required to maintain, in addition to the security
registrar, a transfer agent in a place of payment for the series located outside the United States. Howmet Aerospace may at any time
designate additional transfer agents with respect to any series of senior debt securities. (Section 1002)
If debt securities of a series are redeemed
in part, Howmet Aerospace will not be required to:
| (1) | issue, register the transfer
of or exchange senior debt securities of the series during a period beginning at the opening of business 15 days before any selection
of senior debt securities of that series to be redeemed and ending at the close of business on: |
| · | if
senior debt securities of the series are issuable only as registered securities, the day
of mailing of the relevant notice of redemption, and |
| · | if
senior debt securities of the series are issuable as bearer securities, the day of the first
publication of the relevant notice of redemption or, if senior debt securities of the series
are also issuable as registered securities and there is no publication, the mailing of the
relevant notice of redemption; or |
| (2) | register the transfer of or
exchange any registered security, or portion thereof, called for redemption, except the unredeemed portion of any registered security
being redeemed in part; or |
| (3) | exchange any bearer security
called for redemption, except to exchange such bearer security for a registered security of that series and like tenor which is immediately
surrendered for redemption. (Section 305) |
Payment and Paying Agents
Unless otherwise
indicated in an applicable prospectus supplement, payment of principal of and any premium and interest on registered securities will
be made at the office of the paying agent(s) designated by Howmet Aerospace from time to time. At the option of Howmet Aerospace
payment of any interest may instead be made by check mailed to the address of the person entitled thereto as such address appears in
the security register. Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on registered
securities will be made to the person in whose name the registered security is registered at the close of business on the regular record
date for that interest. (Section 307)
Unless otherwise
indicated in an applicable prospectus supplement, payment of principal of and any premium and interest on bearer securities will be payable,
subject to any applicable laws and regulations, at the offices of paying agents outside the United States as Howmet Aerospace may designate
from time to time by check or by transfer, at the option of the holder, to an account maintained by the payee with a bank located outside
the United States. Unless otherwise indicated in an applicable prospectus supplement, payment of interest on bearer securities on any
interest payment date will be made only against surrender outside the United States, to the paying agent, of the coupon relating to that
interest payment date. (Section 1001) No payment with respect to any bearer security will be made at any office or agency of Howmet
Aerospace in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a
bank located in the United States. Notwithstanding the foregoing, payments of principal of and any premium and interest on bearer securities
denominated and payable in U.S. dollars will be made at the office of Howmet Aerospace’s paying agent in the Borough of Manhattan,
the City of New York, if, but only if, payment of the full amount thereof in U.S. dollars at all offices or agencies outside the United
States is illegal or effectively precluded by exchange controls or other similar restrictions. (Section 1002)
Unless otherwise
indicated in an applicable prospectus supplement, the corporate trust office of the trustee in Pittsburgh, Pennsylvania will be designated
as a paying agent for Howmet Aerospace for payments with respect to senior debt securities which are issuable solely as registered securities.
Howmet Aerospace will maintain a paying agent outside of the United States for payments with respect to senior debt securities, subject
to the limitations described above on bearer securities, which are issuable solely as bearer securities, or as both registered securities
and bearer securities. Any paying agents outside the United States and any other paying agents in the United States initially designated
by Howmet Aerospace for the senior debt securities will be named in an applicable prospectus supplement. Howmet Aerospace may at any
time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which
any paying agent acts. If senior debt securities of a series are issuable solely as registered securities, Howmet Aerospace will be required
to maintain a paying agent in each place of payment for the series. If senior debt securities of a series are issuable as bearer securities,
Howmet Aerospace will be required to maintain:
| · | a
paying agent in the Borough of Manhattan, the City of New York, for payments with respect
to any registered securities of the series and for payments with respect to bearer securities
of the series in the circumstances described above, but not otherwise; and |
| · | a
paying agent in a place of payment located outside the United States where senior debt securities
of the series and any coupons appertaining thereto may be presented and surrendered for payment.
If the senior debt securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange so requires, Howmet Aerospace will
maintain a paying agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for the senior debt securities of such series. (Section 1002) |
All monies paid
by Howmet Aerospace to a paying agent for the payment of principal of and any premium or interest on any senior debt security that remain
unclaimed at the end of two years after such principal, premium or interest becomes due and payable will be repaid to Howmet Aerospace
if Howmet Aerospace so requests. Thereafter, the holder of any such senior debt security or any coupon may look only to Howmet Aerospace
for payment. (Section 1003)
Book-Entry Securities
The senior debt
securities of a series may be issued in the form of one or more registered securities that will be registered in the name of a depository
or its nominee and bear a legend as specified in the senior indenture. These senior debt securities will be known as book-entry securities.
Unless otherwise indicated in the applicable prospectus supplement, a book-entry security may not be registered for transfer or exchange
to any person other than the depository or its nominee unless:
| · | the
depository notifies Howmet Aerospace that it is unwilling to continue as depository or ceases
to be a clearing agency registered under the Exchange Act; |
| · | Howmet
Aerospace executes and delivers to the trustee a company order that the transfer or exchange
of the book-entry security will be registrable; or |
| · | there
has occurred and is continuing an event of default, or an event that after notice or lapse
of time, or both, would be an event of default, with respect to the series of senior debt
securities evidenced by the book-entry security. |
Upon the occurrence
of any of the conditions specified above or other conditions as may be specified as contemplated by the senior indenture, the book-entry
security may be exchanged for senior debt securities of the series registered in the names of, and the transfer of the book-entry security
may be registered to, such persons, including persons other than the depository with respect to such series and its nominees, as the
depository may direct.
The specific terms
of the depository arrangement with respect to any portion of a series of registered book-entry securities to be represented by a book-entry
security will be described in the applicable prospectus supplement. Howmet Aerospace expects that the following provisions will apply
to depository arrangements.
Unless otherwise
specified in the applicable prospectus supplement, senior debt securities of a series that are to be represented by a book-entry security
to be deposited with or on behalf of a depository will be represented by a book-entry security registered in the name of the depository
or its nominee. Upon the issuance of a book-entry security, and the deposit of the book-entry security with or on behalf of the depository,
the depository will credit, on its book-entry registration and transfer system, the respective principal amounts of the senior debt securities
of such series represented by the book-entry security to the accounts of institutions that have accounts with the depository or its nominee.
The accounts to be credited will be designated by the underwriters or agents of the senior debt securities of the series or by Howmet
Aerospace if the senior debt securities of the series are offered and sold directly by Howmet Aerospace. Ownership of beneficial interests
in a book-entry security will be limited to the institutions that have accounts with the depository or persons that may hold interests
through the institutions. Ownership of beneficial interests by the institutions in the book-entry security will be shown on, and the
transfer of that ownership interest will be effected only through, records maintained by the depository or its nominee for the book-entry
security. Ownership of beneficial interests in the book-entry security by persons that hold through the institutions will be shown on,
and the transfer of that ownership interest within the institution will be effected only through, records maintained by that institution.
The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificated form.
The foregoing limitations and such laws may impair the ability to transfer beneficial interests in book-entry securities.
So long as the depository
for a book-entry security, or its nominee, is the registered owner of that book-entry security, the depository or nominee, as the case
may be, will be considered the sole owner or holder of the senior debt securities represented by the book-entry security for all purposes
under the senior indenture. Unless otherwise specified in the applicable prospectus supplement, owners of beneficial interests in a book-entry
security:
| · | will
not be entitled to have senior debt securities of the series registered in their names; |
| · | will
not receive or be entitled to receive physical delivery of senior debt securities of the
series in certificated form; and |
| · | will
not be considered the holders of debt securities for any purposes under the senior indenture.
(Sections 204 and 305) |
Accordingly, each
person owning a beneficial interest in a book-entry security must rely on the procedures of the depository and, if such person does not
have an account with the depository, on the procedures of the institution through which such person owns its interest, to exercise any
rights of a holder under the senior indenture. The senior indenture provides that the depository may grant proxies and otherwise authorize
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action that a holder is
entitled to give or take under the senior indenture. (Section 104) Howmet Aerospace understands that under existing industry practices,
if Howmet Aerospace requests any action of holders, or if an owner of a beneficial interest in such book-entry security desires to give
any notice or take any action a holder is entitled to give or take under the senior indenture, the depository would authorize the participants
to give such notice or take such action, and participants would authorize beneficial owners owning through such participants to give
such notice or take such action or would otherwise act upon the instructions of beneficial owners owning through them.
Temporary Global Securities
If so specified
in an applicable prospectus supplement, all or any portion of the senior debt securities of a series that are issuable as bearer securities
may initially be represented by one or more temporary global senior debt securities, without interest coupons, to be deposited with a
common depository in London for Euroclear Bank S.A./N.V (“Euroclear”) and Clearstream Banking Luxembourg S.A. (“Clearstream”)
for credit to the designated accounts. On and after the date determined as provided in any temporary global senior debt security and
described in an applicable prospectus supplement, each temporary global senior debt security will be exchanged for an interest in a permanent
global bearer security as specified in an applicable prospectus supplement, but, unless otherwise specified in an applicable prospectus
supplement, only upon receipt of:
| · | written
certification from Euroclear or Clearstream, as the case may be, in the form and to the effect
required by the senior indenture (a “Depository Tax Certification”); and |
| · | written
certification to Euroclear or Clearstream from the person entitled to receive such senior
debt securities of the series in the form and to the effect described above under “Form,
Exchange, Registration and Transfer.” |
No definitive bearer
security, including a senior debt security in permanent global form that is either a bearer security or exchangeable for bearer securities,
delivered in exchange for a portion of a temporary or permanent global senior debt security may be mailed or otherwise delivered to any
location in the United States in connection with such exchange. (Section 304)
Unless otherwise
specified in an applicable prospectus supplement, interest in respect of any portion of a temporary global senior debt security payable
in respect of an interest payment date occurring before the issuance of securities in permanent global form will be paid to each of Euroclear
and Clearstream with respect to the portion of the temporary global senior debt security held for its account following the receipt by
Howmet Aerospace or its agent of a Depository Tax Certification. Each of Euroclear and Clearstream will undertake in such circumstances
to credit such interest received by it in respect of a temporary global senior debt security to the respective accounts for which it
holds such temporary global senior debt security only upon receipt in each case of certification in the form and to the effect described
under “Form, Exchange, Registration and Transfer” with respect to the portion of such temporary global senior debt security
on which such interest is to be so credited. Receipt of the certification described in the preceding sentence by Euroclear or Clearstream,
as the case may be, will constitute irrevocable instructions to Euroclear or Clearstream to exchange such portion of the temporary global
senior debt security with respect to which such certification was received for an interest in a permanent global senior debt security.
Permanent Global Securities
If any senior debt
securities of a series are issuable in permanent global form, the applicable prospectus supplement will describe any circumstances under
which beneficial owners of interests in any such permanent global senior debt security may exchange their interests for senior debt securities
of the series and of like tenor and principal amount in any authorized form and denomination. No bearer security delivered in exchange
for a portion of a permanent global senior debt security may be mailed or otherwise delivered to any location in the United States in
connection with the exchange. (Section 305)
A person having
a beneficial interest in a permanent global senior debt security will, except with respect to payment of principal of and any premium
and interest on the permanent global senior debt security, be treated as a holder of the principal amount of outstanding senior debt
securities represented by the permanent global senior debt security as is specified in a written statement of:
| · | the
holder of the permanent global senior debt security, or |
| · | in
the case of a permanent global senior debt security in bearer form, the operator of Euroclear
or Clearstream, |
which is produced to the trustee by
such person. (Section 203)
Principal of and
any premium and interest on a permanent global senior debt security will be payable in the manner described in the applicable prospectus
supplement.
Certain Limitations
The senior indenture
contains the covenants and limitations summarized below. These covenants and limitations will be applicable, unless waived or amended
with respect to a series of senior debt securities, so long as any of the senior debt securities are outstanding, unless stated otherwise
in the prospectus supplement.
Liens.
Howmet Aerospace covenants that it will not create, incur, assume or guarantee, and will not permit any Restricted Subsidiary (as defined
below) to create, incur, assume or guarantee, any indebtedness for borrowed money secured by a mortgage, security interest, pledge, charge
or similar encumbrance (“mortgages”) upon any Principal Property (as defined below) of Howmet Aerospace or any Restricted
Subsidiary or upon any shares of stock or indebtedness of any Restricted Subsidiary without equally and ratably securing the senior debt
securities of a series. The foregoing restriction, however, will not apply to:
| · | mortgages
on property, shares of stock or indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary; |
| · | mortgages
on property existing at the time of acquisition of such property by Howmet Aerospace or a
Restricted Subsidiary or mortgages to secure the payment of all or any part of the purchase
price of such property upon the acquisition or to secure any indebtedness incurred before,
at the time of, or within 180 days after, the acquisition of such property for the purpose
of financing all or any part of the purchase price thereof, or mortgages to secure the cost
of improvements to such acquired property; |
| · | mortgages
to secure indebtedness of a Restricted Subsidiary to Howmet Aerospace or another Restricted
Subsidiary; |
| · | mortgages
existing at the date of the senior indenture; |
| · | mortgages
on property of a corporation existing at the time such corporation is merged into or consolidated
with Howmet Aerospace or a Restricted Subsidiary or at the time of a sale, lease, or other
disposition of the properties of a corporation as an entirety or substantially as an entirety
to Howmet Aerospace or a Restricted Subsidiary; |
| · | certain
mortgages in favor of governmental entities; or |
| · | extensions,
renewals or replacements of any mortgage referred to in the above listed exceptions. (Section 1009) |
Notwithstanding
the restrictions outlined in the preceding paragraph, Howmet Aerospace or any Restricted Subsidiary will be permitted to create, incur,
assume or guarantee any indebtedness secured by a mortgage without equally and ratably securing the senior debt securities of a series,
if after giving effect thereto, the aggregate amount of all indebtedness so secured by mortgages, not including mortgages permitted under
the listed exceptions above, does not exceed 15% of Consolidated Net Tangible Assets (as defined below). (Section 1009)
Sale
and Leaseback Arrangements. Howmet Aerospace covenants that it will not, nor will it permit
any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing to Howmet Aerospace or any Restricted
Subsidiary of Principal Property, where such Principal Property has been or is to be sold or transferred by Howmet Aerospace or such
Restricted Subsidiary to such person, unless either:
| · | Howmet
Aerospace or such Restricted Subsidiary would be entitled to create, incur, assume or guarantee
indebtedness secured by a mortgage on such Principal Property at least equal in amount to
the Attributable Debt (as defined below) with respect to such arrangement, without equally
and ratably securing the senior debt securities of a series pursuant to the limitation in
the senior indenture on liens; or |
| · | Howmet
Aerospace applies an amount equal to the greater of the net proceeds of such sale or the
Attributable Debt with respect to such arrangement to the retirement of indebtedness that
matures more than twelve months after the creation of such indebtedness. |
This restriction on sale and leaseback
transactions does not apply to any transaction:
| · | involving
a lease for a term of not more than three years; or |
| · | between
Howmet Aerospace and a Restricted Subsidiary or between Restricted Subsidiaries. (Section 1010) |
Highly
leveraged transactions. The senior indenture does not contain provisions that would afford protection
to the holders of the senior debt securities of a series in the event of a highly leveraged transaction involving Howmet Aerospace.
Certain Definitions
The following are
definitions of certain capitalized words used in this summary. These and other definitions are set forth in their entirety in the senior
indenture.
“Attributable
Debt” when used in connection with a sale and leaseback transaction referred to above means, at the time of determination, the
lesser of:
| · | the
fair value of such property as determined by Howmet Aerospace’s board of directors;
or |
| · | the
present value, discounted at the annual rate of 9%, compounded semi-annually, of the obligation
of the lessee for net rental payments during the remaining term of the lease, including any
period for which such lease has been extended. |
“Consolidated
Net Tangible Assets” means, as of any particular time, the aggregate amount of assets, less applicable reserves and other properly
deductible items, adjusted for inventories on the basis of cost, before application of the “last-in first-out” method of
determining cost, or current market value, whichever is lower, and deducting therefrom:
| · | all
current liabilities except for: |
| · | notes
and loans payable, |
| · | current
maturities of long-term debt, and |
| · | current
maturities of obligations under capital leases; and |
| · | all
goodwill, tradenames, patents, unamortized debt discount and expenses, to the extent included
in such aggregate amount of assets, and other like intangibles, all as set forth on the most
recent consolidated balance sheet of Howmet Aerospace and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles. |
“Principal
Property” means any manufacturing plant or manufacturing facility that is:
| · | owned
by Howmet Aerospace or any Restricted Subsidiary; and |
| · | located
within the continental United States of America. |
However, any plant
that, in the opinion of Howmet Aerospace’s board of directors, is not of material importance to the total business conducted by
Howmet Aerospace and the Restricted Subsidiaries taken as a whole will not constitute a Principal Property.
“Restricted
Subsidiary” means any Subsidiary substantially all the property of which is located within the continental United States, but excluding
any Subsidiary that:
| · | is
principally engaged in leasing or in financing receivables, or |
| · | is
principally engaged in financing Howmet Aerospace’s operations outside the continental
United States, or |
| · | principally
serves as a partner in a partnership. |
“Subsidiary”
means any corporation of which more than 50% of the outstanding stock having the voting power to elect a majority of the board of directors
of such corporation as at the time is owned, directly or indirectly, by Howmet Aerospace or by one or more Subsidiaries.
Events of Default
Unless otherwise
provided in the applicable prospectus supplement, the following are events of default under the senior indenture with respect to a series
of senior debt securities:
| (a) | failure to pay any interest when due,
and this failure continues for 30 days; |
| (b) | failure to pay any principal or premium
when due; |
| (c) | failure to deposit any sinking fund
payment when due and this failure continues for 30 days; |
| (d) | failure to perform any other covenant
of Howmet Aerospace in the senior indenture (other than a covenant included in the senior
indenture solely for the benefit of a series of senior debt securities other than that series),
and this failure continues for 90 days after written notice as provided in the senior indenture; |
| (e) | default resulting in acceleration of
any indebtedness for money borrowed by Howmet Aerospace in a principal amount in excess of
$100,000,000 under the terms of the instrument(s) under which such indebtedness is issued
or secured if such acceleration is not rescinded or annulled within 10 days after written
notice as provided in the senior indenture, provided that, the resulting event of default
under the senior indenture will be cured or waived if such other default is cured or waived; |
| (f) | certain events in bankruptcy, insolvency
or reorganization involving Howmet Aerospace; and |
| (g) | any other event of default provided
with respect to senior debt securities of a series. (Section 501) |
Because the applicable
threshold amount of indebtedness the acceleration of which would give rise to an event of default under the senior indenture is lower
for each series of senior debt securities created under the senior indenture before April 16, 2020 (the date of the fifth supplemental
indenture), the acceleration of outstanding indebtedness of Howmet Aerospace may constitute an event of default with respect to one or
more of such previously created series, but may not constitute an event of default under the respective terms of any series of senior
debt securities created on or after the date of the fifth supplemental indenture.
If an event of default
with respect to a series of senior debt securities occurs and is continuing, either the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding senior debt securities of that series by notice as provided in the senior indenture may declare the
principal amount (or, if the senior debt securities of that series are original issue discount securities, such portion of the
principal amount as may be specified in the terms of that series) of all the senior debt securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to senior debt securities of any series has been made, but
before a judgment or decree for payment of money has been obtained by the trustee, the holders of a majority in aggregate principal amount
of the outstanding senior debt securities of that series may, under certain circumstances, rescind and annul such acceleration. (Section 502)
Subject to the duty
of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its
rights or powers under the senior indenture at the request or direction of any of the holders, unless such holders have offered to the
trustee reasonable indemnity. (Sections 601 and 603)
The holders of a
majority in aggregate principal amount of the outstanding senior debt securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on
the trustee, with respect to the senior debt securities of that series. (Section 512)
Defeasance and Covenant Defeasance
Unless otherwise
indicated in the applicable prospectus supplement with respect to the senior debt securities of a series, Howmet Aerospace, at its option:
| (a) | will be discharged from any and all
obligations in respect of the senior debt securities of that series, except for certain obligations
to: |
| · | issue
temporary senior debt securities pending preparation of definitive senior debt securities
of such series, |
| · | register
the transfer or exchange of senior debt securities of such series, |
| · | replace
stolen, lost or mutilated senior debt securities of such series, and |
| · | maintain
paying agents and hold monies for payment in trust, or |
| (b) | need not comply with the covenants
that are set forth above under “Certain Limitations” and below under “Consolidation,
Merger and Sale of Assets,” and the occurrence of an event described under clause (d) of
“Events of Default” with respect to any defeased covenant and clauses (e) and
(g) of “Events of Default” (see above) will no longer be events of default,
if, in each case, Howmet Aerospace irrevocably deposits with the trustee, in trust, money
and/or U.S. government obligations that through the scheduled payment of interest thereon
and principal thereof in accordance with their terms will provide money in an amount sufficient
to pay all the principal of and any premium and interest on the senior debt securities of
such series on the dates such payments are due in accordance with the terms of the senior
indenture and the senior debt securities of such series. (Sections 1301, 1302, 1303 and 1304)
The trust may only be established if, among other things: |
| · | no
event of default, or event that with the giving of notice or lapse of time, or both, would
become an event of default, under the senior indenture has occurred and is continuing on
the date of such deposit, and no event of default, or event that with the giving of notice
or lapse of time, or both, would become an event of default, under clause (f) of “Events
of Default” (see above) has occurred and is continuing at any time during the period
ending on the 91st day following such date of deposit, and |
| · | Howmet
Aerospace has delivered an opinion of counsel (which opinion, in the event of a defeasance
of the type described in clause (a) above, shall be based upon a ruling from the Internal
Revenue Service or a change in applicable U.S. federal income tax law from the date of the
senior indenture) to the effect that the holders of the senior debt securities of the series
will not recognize income, gain or loss for U.S. federal income tax purposes as a result
of such deposit or defeasance and will be subject to U.S. federal income tax in the same
manner as if such defeasance had not occurred. (Section 1304) |
If Howmet Aerospace
omits to comply with its remaining obligations under the senior indenture after a defeasance of the senior indenture with respect to
the senior debt securities of any series as described under clause (b) above and the senior debt securities of such series are declared
due and payable because of the occurrence of any undefeased event of default, the amount of money and/or U.S. government obligations
on deposit with the trustee may be insufficient to pay amounts due on the senior debt securities of such series at the time of the acceleration
resulting from such event of default. However, Howmet Aerospace will remain liable in respect of such payments.
Meetings, Modification and Waiver
Howmet Aerospace
and the trustee may make modifications and amendments of the senior indenture with the consent of the holders of not less than 50% in
aggregate principal amount of the outstanding senior debt securities of each series affected by the modification or amendment. However,
Howmet Aerospace and the trustee may not make any of the following modifications or amendments without the consent of the holder of each
outstanding senior debt security affected:
| · | change
the Stated Maturity of the principal of, or any installment of principal of or interest on,
any senior debt security; |
| · | reduce
the principal amount of, or premium or interest on, any senior debt security; |
| · | change
any obligation of Howmet Aerospace to pay additional amounts; |
| · | reduce
the amount of principal of an original issue discount security payable upon acceleration
of the maturity thereof; |
| · | change
the coin or currency in which any senior debt security or any premium or interest thereon
is payable; |
| · | impair
the right to institute suit for the enforcement of any payment on or with respect to any
senior debt security on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the redemption date); |
| · | reduce
the percentage in principal amount of outstanding senior debt securities of any series, the
consent of whose holders is required for modification or amendment of the senior indenture
or for waiver of compliance with certain provisions of such senior indenture or for waiver
of certain defaults; |
| · | reduce
the requirements contained in the senior indenture for quorum or voting; |
| · | change
any obligation of Howmet Aerospace to maintain an office or agency in the places and for
the purposes required by the senior indenture; or |
| · | modify
any of the above provisions. (Section 902) |
The holders of at
least 50% of the outstanding senior debt securities of a series may waive compliance by Howmet Aerospace with certain restrictive provisions
of the senior indenture. (Section 1012)
The holders of not
less than a majority in aggregate principal amount of the outstanding senior debt securities of each series may, on behalf of all holders
of senior debt securities of that series and any coupons appertaining thereto, waive any past default under the senior indenture with
respect to senior debt securities of that series, except a default:
| · | in
the payment of principal of, or any premium or interest on, any senior debt security of the
series; and |
| · | in
respect of a covenant or provision of the senior indenture that cannot be modified or amended
without the consent of the holder of each outstanding senior debt security of the series
affected. (Section 513) |
In determining whether
the holders of the requisite principal amount of the outstanding senior debt securities of a series have given any request, demand, authorization,
direction, notice, consent or waiver thereunder or are present at a meeting of holders of senior debt securities of a series for quorum
purposes:
| · | the
principal amount of an original issue discount security that will be deemed to be outstanding
will be the amount of its principal that would be due and payable as of the date of such
determination upon acceleration of its maturity; |
| · | the
principal amount of a senior debt security denominated in a foreign currency or currencies
will be the U.S. dollar equivalent, determined on the date of original issuance of that security,
of the principal amount of the senior debt security (or, in the case of an original issue
discount security, the U.S. dollar equivalent, determined on the date of original issuance
of the senior debt security, of the amount determined as provided above); and |
| · | senior
debt securities owned by Howmet Aerospace or an affiliate of Howmet Aerospace will not be
deemed outstanding. (Section 101) |
The senior indenture
contains provisions for convening meetings of the holders of senior debt securities of a series if senior debt securities of that series
are issuable as bearer securities. (Section 1401) A meeting may be called at any time by the trustee, and also, upon request, by
Howmet Aerospace or the holders of at least 10% in principal amount of the outstanding senior debt securities of a series, in any case
upon notice given in accordance with “Notices” below. (Section 1402)
To be entitled to
vote at any meeting of holders of senior debt securities of any series, a person must be:
| · | a
holder of one or more outstanding senior debt securities of the series; or |
| · | a
person appointed by an instrument in writing as proxy of a holder, including proxies given
to beneficial owners of book-entry securities by the depository or its nominee. (Section 1403) |
Except for any consent
that must be given by the holder of each outstanding senior debt security affected thereby, as described above,
| · | any
resolution presented at a meeting or adjourned meeting at which a quorum is present may be
adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding
senior debt securities of that series; and |
| · | any
resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the holders of a specified percentage,
which is less than a majority, in principal amount of outstanding senior debt securities
of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum
is present by the affirmative vote of the holders of such specified percentage in principal
amount of the outstanding senior debt securities of that series. |
Any resolution passed
or decision taken at any meeting of holders of senior debt securities of any series duly held in accordance with the senior indenture
will be binding on all holders of senior debt securities of that series and the related coupons.
The quorum at any
meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal
amount of the outstanding senior debt securities of a series. (Section 1404)
Consolidation, Merger, Sale of Assets
and Other Transactions
Howmet Aerospace
may, without the consent of the holders of any of the outstanding senior debt securities under the senior indenture, consolidate or merge
with or into, or transfer or lease its assets substantially as an entirety to, any person, or any person may consolidate with or merge
into or transfer or lease its assets substantially as an entirety to, Howmet Aerospace, provided that:
| · | any
successor person is a corporation, partnership or trust organized and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and
assumes Howmet Aerospace’s obligations on the senior debt securities and under the
senior indenture; |
| · | after
giving effect to the transaction, no event of default, and no event that, after notice or
lapse of time, would become an event of default, has occurred and is continuing; and |
| · | certain
other conditions are met. (Section 801) |
Notices
Except as otherwise
provided in the senior indenture, (i) notices to holders of bearer securities will be given by publication at least twice in a daily
newspaper in the City of New York and in such other city or cities as may be specified in such senior debt securities and described in
the applicable prospectus supplement. Notices to holders of registered securities will be given by mail to the addresses of such holders
as they appear in the security register and (ii) so long as any holders of registered securities are registered in the name of Cede &
Co., as nominee for The Depository Trust Company (“DTC”), or another depository, and subject to any listing requirements,
notices, reports and other information that are required to be sent to the holders of securities may be given by delivery of the relevant
notice to DTC for communication by DTC to entitled participants and account holders of such clearing systems. (Sections 101 and 106)
Title
Title to any bearer
securities and any coupons will pass by delivery. Howmet Aerospace, the trustee and any agent of Howmet Aerospace or the trustee may
treat the bearer of any bearer security and the bearer of any coupon and the registered owner of any registered security as the absolute
owner thereof, whether or not the senior debt security or coupon is overdue and notwithstanding any notice to the contrary, for the purpose
of making payment and for all other purposes. (Section 308)
Replacement of Securities and Coupons
Howmet Aerospace
will replace any mutilated senior debt security or a senior debt security with a mutilated coupon at the expense of the holder upon surrender
of the senior debt security to the security registrar.
Howmet Aerospace
will replace senior debt securities or coupons that become destroyed, stolen or lost at the expense of the holder upon delivery to the
trustee of evidence of the destruction, loss or theft thereof satisfactory to Howmet Aerospace and the trustee. If any coupon becomes
destroyed, stolen or lost, that coupon will be replaced by issuance of a new senior debt security in exchange for the senior debt security
to which that coupon is attached. In the case of a destroyed, lost or stolen senior debt security or coupon, an indemnity satisfactory
to the trustee and Howmet Aerospace may be required at the expense of the holder of such senior debt security or coupon before a replacement
senior debt security will be issued. (Section 306)
Governing Law
The senior indenture,
the senior debt securities and the coupons will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania,
except to the extent that the Trust Indenture Act applies. (Section 113)
Regarding the Trustee
The Bank of New
York Mellon Trust Company, N.A. is the trustee under the senior indenture relating to the senior debt securities. The trustee has, and
certain of its affiliates may have, from time to time, commercial and investment banking relationships (including other trusteeships)
with us and certain of our affiliates in the ordinary course of business.
The trustee under
the senior indenture or its affiliates, from time to time, may make loans to us and perform other services for us in the normal course
of business. Under the provisions of the Trust Indenture Act, upon the occurrence of a default under the senior indenture, if a trustee
has a conflicting interest (as defined in the Trust Indenture Act), the trustee must, within 90 days, either eliminate such conflicting
interest or resign. Under the provisions of the Trust Indenture Act, an indenture trustee shall be deemed to have a conflicting interest,
among other things, if the trustee is a creditor of the obligor. If the trustee fails either to eliminate the conflicting interest or
to resign within 10 days after the expiration of such 90-day period, the trustee is required to notify security holders to this effect
and any security holder who has been a bona fide holder for at least six months may petition a court to remove the trustee and to appoint
a successor trustee.
PLAN OF DISTRIBUTION
We may sell the
securities from time to time in one or more transactions:
| · | through underwriters, dealers or
agents; |
| · | directly to agents or other purchasers; |
| · | through a combination of any of
these methods of sale; or |
| · | through any other method described
in the applicable prospectus supplement. |
We may directly
solicit offers to purchase securities or agents may be designated to solicit offers. We will, in the prospectus supplement relating to
an offering, name any agent that could be viewed as an underwriter under the Securities Act of 1933, as amended (the “Securities
Act”), and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its
appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection
with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
The distribution
of the securities may be effected from time to time in one or more transactions:
| · | at a fixed price or prices which
may be changed from time to time; |
| · | at market prices prevailing at the
time of sale; |
| · | at prices related to such prevailing
market prices; or |
Each prospectus
supplement will describe the method of distribution of the securities and any applicable restrictions.
The prospectus
supplement with respect to the securities of a particular offering will describe the terms of the offering of the securities, including
the following:
| · | the name of any underwriters, dealers
or agents; |
| · | the public offering or purchase
price; |
| · | any discounts and commissions to
be allowed or paid to the underwriters, dealers or agents; |
| · | all other items constituting underwriting
compensation; |
| · | any discounts and commissions to
be allowed or paid to dealers; and |
| · | any exchanges on which the securities
will be listed. |
If any underwriters
or agents are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting
agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to the
offering the names of the underwriters or agents and the terms of the related agreement with them.
If a dealer is
utilized in the sale of the securities in respect of which the prospectus is delivered, we will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
Underwriters, dealers
and agents participating in a sale of the securities may be deemed to be underwriters as defined in the Securities Act, and any discounts
and commissions received by them and any profit realized by them on resale of the securities being offered may be deemed to be underwriting
discounts and commissions, under the Securities Act. Agents, underwriters, dealers and other persons may be entitled under agreements
which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution to payments that may be required to be made in respect of these liabilities.
If so indicated
in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase senior debt securities from us pursuant to delayed delivery contracts providing for payment and delivery on
the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of senior debt
securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our
approval. Delayed delivery contracts will not be subject to any conditions except that:
| · | the purchase by an institution of
the senior debt securities covered under that contract may not at the time of delivery be
prohibited under the laws of the jurisdiction to which that institution is subject; and |
| · | if the senior debt securities are
also being sold to underwriters acting as principals for their own account, the underwriters
will have purchased such senior debt securities not sold for delayed delivery. The underwriters
and other persons acting as our agents will not have any responsibility in respect of the
validity or performance of delayed delivery contracts. |
Certain underwriters,
dealers and agents, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions
with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary
course of business.
In order to facilitate
the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of
the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters
may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments
or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities
or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering
if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any
such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may enter into
derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. The third party
in such sale transactions may be an underwriter and will be identified in the applicable prospectus supplement.
As of the date
of this prospectus, under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in
two business days after the date the securities are priced (“T+2”), unless the parties to any such trade expressly agree
otherwise. Accordingly, if the applicable prospectus supplement specifies that the issue date is more than two business days after
the date on which the securities are priced, purchasers who wish to trade such securities at any time prior to the second business
day preceding the issue date will be required, by virtue of the fact that the securities will not settle in T+2, to specify an
alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should also consult their
own advisors in this regard. In February 2023, Rule 15c6-1 of the Exchange Act was amended to require trades in the
secondary market to settle in one business day after the date the securities are priced (“T+1”), effective May 28,
2024. Therefore, for any securities offered under this prospectus on or after the May 28, 2024 effective date, the same process
described in this paragraph will apply and purchasers who wish to trade such securities at any time prior to the first business day
preceding the issue date will be required to specify an alternative settlement cycle as described in this paragraph.
The securities may
be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities
exchange. Any underwriters that purchase the securities for public offering and sale may make a market in such securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance as to the liquidity
of or the existence of trading markets for any of the securities.