NEW YORK–Alcoa Inc. (NYSE:AA) announced today the expiration and final results of
its Maximum Tender Offer, which is its tender offer to purchase for cash
up to the Maximum Tender Amount (as described below) of its outstanding
6.00% Notes due 2012 and its 5.375% Notes due 2013.
As of 5:00 p.m., ET, on August 23, 2010, the expiration date for the
Maximum Tender Offer, the aggregate principal amount of 2012 Notes
tendered and not withdrawn was $194,854,000, representing 37.71% of the
$516,709,000 aggregate principal amount of the 2012 Notes outstanding,
and the aggregate principal amount of 2013 Notes tendered and not
withdrawn was $197,159,000, representing 32.86% of the $600,000,000
aggregate principal amount of the 2013 Notes outstanding.
The “Maximum Tender Amount” is $484,234,165 in cash, or $750 million
less the aggregate purchase price of Alcoa’s 6.50% Notes due 2011
accepted for purchase pursuant to the Any and All Tender Offer, which
was its tender offer for any and all of its 2011 Notes that expired on
August 2, 2010. In accordance with the terms and conditions of the
tenders offers, as set forth in the Offer to Purchase dated July 26,
2010 and the related Letter of Transmittal, Alcoa applied the Maximum
Tender Amount first to purchase 2012 Notes and then, to the extent any
amount remained, Alcoa applied the balance to purchase up to an
aggregate purchase price of the 2013 Notes equal to the lesser of (i)
the remaining Maximum Tender Amount and (ii) $50 million, in each case,
subject to proration as applicable. Accordingly, an aggregate principal
amount of $194,854,000 of the 2012 Notes and an aggregate principal
amount of $47,067,000 of the 2013 Notes that were tendered have been
accepted for purchase by Alcoa, with settlement expected to occur today.
Holders of 2012 Notes and 2013 Notes that were tendered and accepted for
purchase will receive $1,062.50 per $1,000 principal amount of Notes
accepted for purchase. Pursuant to the extension of the Early Tender
Date announced by Alcoa on August 9, 2010, this amount includes an Early
Tender Premium of $20 per $1,000 principal amount. Payments for 2012
Notes and 2013 Notes purchased in the Maximum Tender Offer will include
accrued and unpaid interest from and including the last interest payment
date applicable to the relevant series of Notes up to, but not
including, the settlement date.
Banc of America Securities LLC and Citigroup Global Markets Inc. acted
as Coordinating Dealer Managers and Deutsche Bank Securities Inc. and
UBS Securities LLC acted as Co-Dealer Managers for the tender offers.
The Depositary and the Information Agent in all places other than
Luxembourg was Global Bondholder Services Corporation. The Luxembourg
Agent was Deutsche Bank Luxembourg S.A. Copies of the Offer to Purchase,
Letter of Transmittal and related offering materials are available by
contacting the Information Agent at 866-804-2200 or the Luxembourg Agent
at 00352-421-22-639. Questions regarding the tender offers should be
directed to Banc of America Securities LLC, Debt Advisory Services at
(980) 388-9217 (collect) or (888) 292-0070 (toll-free), Citigroup Global
Markets Inc., Liability Management Group at (800) 558-3745 (toll-free)
or (212) 723-6106 (collect), Deutsche Bank Securities Inc., Liability
Management Group at (212) 250-2955 (collect) or (866) 627-0391
(toll-free) or UBS Securities LLC, Liability Management Group at (203)
719-4210 (collect) or (888) 719-4210 (toll-free).
This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The tender offers
were made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.
About Alcoa
Alcoa is the world’s leading producer of primary aluminum, fabricated
aluminum and alumina. In addition to inventing the modern-day aluminum
industry, Alcoa innovation has been behind major milestones in the
aerospace, automotive, packaging, building and construction, commercial
transportation, consumer electronics and industrial markets over the
past 120 years. Among the solutions Alcoa markets are flat-rolled
products, hard alloy extrusions, and forgings, as well as Alcoa® wheels,
fastening systems, precision and investment castings, and building
systems in addition to its expertise in other light metals such as
titanium and nickel-based super alloys. Sustainability is an integral
part of Alcoa’s operating practices and the product design and
engineering it provides to customers. Alcoa has been a member of the Dow
Jones Sustainability Index for eight consecutive years and approximately
75 percent of all of the aluminum ever produced since 1888 is still in
active use today. Alcoa employs approximately 59,000 people in 31
countries across the world. More information can be found at www.alcoa.com.
Forward-Looking Statements
This release contains statements that relate to future events and
expectations and, as such, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “estimates,” “expects,” “forecasts,” “outlook,” “plans,”
“projects,” “should,” “targets,” “will,” or other words of similar
meaning. All statements that reflect Alcoa’s expectations, assumptions,
or projections about the future other than statements of historical fact
are forward-looking statements, including, without limitation,
anticipated financial results, operating performance or achievement of
enhancements in debt maturity profile or expected timing of settlement
or other events. Forward-looking statements are subject to a number of
known and unknown risks, uncertainties, and other factors and are not
guarantees of future performance. Actual results, performance, or
outcomes may differ materially from those expressed in or implied by
those forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include: (a) material adverse changes in aluminum industry
conditions, including global supply and demand conditions and
fluctuations in London Metal Exchange-based prices for primary aluminum,
alumina and other products; (b) unfavorable changes in general business
and economic conditions; (c) disruptions or volatility in the global
financial markets; and (d) the other risk factors summarized in Alcoa’s
Form 10-K for the year ended December 31, 2009, Forms 10-Q for the
quarters ended March 31, 2010 and June 30, 2010, and other reports filed
with the Securities and Exchange Commission. Alcoa disclaims any
obligation to update publicly any forward-looking statements, whether in
response to new information, future events or otherwise, except as
required by applicable law.