UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
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): January 19,
2010
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GenCorp
Inc.
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(Exact
name of registrant as specified in its charter)
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Ohio
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1-01520
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34-0244000
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Highway
50 and Aerojet Road, Rancho Cordova,
California
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95742
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (916)
355-4000
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(Former
name or former address, if changed since last
report.)
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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):
o Written
communications 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
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
As
previously disclosed, on December 21, 2009, GenCorp Inc., an Ohio corporation
(“GenCorp”), closed an offering (the “Offering”) of $200.0 million aggregate
principal amount of 4.0625% Convertible Subordinated Debentures due 2039 (the
“Debentures”) in a private placement to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended. This
amount includes the full exercise of the option to purchase an additional $50.0
million aggregate principal amount of Debentures that GenCorp granted to the
initial purchasers of the Debentures solely to cover over-allotments, if
any.
The net
proceeds from the Offering were deposited in an escrow account (the “Escrow
Account”) with The Bank of New York Mellon Trust Company, N.A. (the “Escrow
Agent”). GenCorp intends to use the net proceeds to refinance its
existing debt.
On
January 19, 2010, in accordance with the provisions of the indenture governing
GenCorp’s $125.0 million aggregate principal amount of 4% Contingent Convertible
Subordinated Notes due 2024 (the “Notes”), holders submitted to GenCorp for
repurchase $124.7 million in aggregate principal amount of the Notes. GenCorp
has instructed the Escrow Agent to distribute from the Escrow Account $127.2
million of net proceeds from the Offering to repurchase the tendered Notes and
pay accrued and unpaid interest thereon.
As a
result of the repurchase of the Notes, GenCorp’s borrowing availability under
the revolving credit facility provided for in its senior credit facility, which
had been reduced to $60.0 million effective May 1, 2009, was restored to $80.0
million. GenCorp currently has no outstanding borrowings under its
revolving credit facility.
SIGNATURES
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.
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January
21, 2010
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GENCORP
INC.
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By:
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/s/ Kathleen E. Redd | ||
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Name:
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Kathleen
E. Redd
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Title:
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Vice
President, Chief Financial Officer and
Secretary
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