NEW YORK–Alcoa (NYSE:AA) announced today it will seek to enhance the maturity
profile of its debt through tender offers for two series of outstanding
notes and a concurrent public offering of senior unsecured debt
securities.
Alcoa has commenced tender offers to purchase for cash:
-
Any and all of its 5.375% Notes due 2013 (the Any and All Tender
Offer); and -
Up to the Maximum Tender Amount (as defined below) of its outstanding
6.00% Notes due 2013; provided that the purchase of the 6.00% Notes
will be subject to an aggregate purchase limit of $400 million in cash
(the Maximum Tender Offer).
The Maximum Tender Amount is $750 million in cash less the aggregate
purchase price of the 5.375% Notes due 2013 accepted for purchase
pursuant to the Any and All Tender Offer.
The tender offers are being made upon and are subject to the terms and
conditions set forth in the Offer to Purchase dated April 13, 2011 and
the related Letter of Transmittal.
Concurrently with the tender offers, Alcoa has commenced an underwritten
public offering under its effective shelf registration statement of
senior unsecured debt securities. Alcoa intends to fund the purchase of
the Notes accepted in the tender offers with the proceeds of the
issuance of the senior debt securities, together with cash on hand, as
necessary.
The tender offers will expire at 5 p.m., Eastern Time, on May 12, 2011,
in each case unless extended or earlier terminated.
The following table sets forth some of the terms of the tender offers:
| Title of Security |
CUSIP |
Principal |
Dollars per $1,000 Principal |
Maximum |
||||||||
|
Tender |
Early |
Total |
||||||||||
|
Any and All Tender Offer
5.375% Notes due January 15, 2013 |
013817AH4 | $552,933,000 | $1,053.75 | $20.00 | $1,073.75 | N/A | ||||||
|
Maximum Tender Offer
6.00% Notes due July 15, 2013 |
013817AR2 | $750,000,000 | $1,080.00 | $20.00 | $1,100.00 | $400,000,000 | ||||||
Alcoa’s obligation to accept for payment and to pay for the Notes in any
of the tender offers is subject to the satisfaction or waiver of a
number of conditions, including (i) the satisfaction of the Financing
Condition (as defined in the Offer to Purchase) and (ii) specified other
conditions.
Holders of the 5.375% Notes due 2013 that are validly tendered at or
prior to 5 p.m., Eastern Time, on April 20, 2011 (the Any and All Early
Tender Date) and accepted for purchase will receive the applicable
tender offer consideration plus the applicable early tender premium set
forth in the table above. Holders of the 6.00% Notes due 2013 that are
validly tendered at or prior to 5 p.m., Eastern Time, on April 28, 2011
and accepted for purchase will receive the applicable tender offer
consideration plus the applicable early tender premium set forth in the
table above.
Payments for Notes purchased 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 applicable
settlement date. The settlement date for the 5.375% Notes due 2013 that
are validly tendered at or prior to the Any and All Early Tender Date is
expected to be one business day after the Any and All Early Tender Date.
The settlement date for the 6.00% Notes due 2013 and for the 5.375%
Notes due 2013 that are validly tendered after the Any and All Early
Tender Date is expected to be one business day following the expiration
date of the tender offers.
Tenders of the 5.375% Notes due 2013 may be withdrawn at any time at or
prior to 5 p.m., Eastern Time, on April 20, 2011, but may not be
withdrawn thereafter. Tenders of the 6.00% Notes due 2013 may be
withdrawn at any time at or prior to 5 p.m., Eastern Time, on April 28,
2011, but may not be withdrawn thereafter.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting
as Coordinating Dealer Managers and Morgan Stanley & Co. Incorporated is
acting as Dealer Manager for the Tender Offers. The Depositary and the
Information Agent in all places other than Luxembourg is Global
Bondholder Services Corporation. The Luxembourg Agent for the Any and
All Tender Offer is 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 00352-421-22-643. Questions regarding the Tender
Offers should be directed to Citigroup Global Markets Inc., Liability
Management Group, at (800) 558-3745 (toll-free) or (212) 723-6106
(collect); J.P. Morgan Securities LLC, Liability Management Group, at
(866) 834-4666 (toll-free) or (212) 834-3424 (collect); or Morgan
Stanley & Co. Incorporated, Liability Management Group, at (800)
624-1808 (toll-free) or (212) 761-1057 (collect).
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
are being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law. The debt securities
offering is being made only by means of a prospectus and related
prospectus supplement, which may be obtained by visiting the Securities
and Exchange Commission’s website at www.sec.gov
or by contacting (i) Citigroup Global Markets Inc., toll-free at (877)
858-5407, (ii) J.P. Morgan Securities LLC, collect at (212) 834-4533,
(iii) Morgan Stanley & Co. Incorporated, toll-free at (866) 718-1649,
(iv) Credit Suisse Securities (USA) LLC, toll-free at (800) 221-1037, or
(v) RBS Securities Inc., toll-free at (866) 884-2071.
About Alcoa
Alcoa is the world’s leading producer of primary and fabricated
aluminum, as well as the world’s largest miner of bauxite and refiner of
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 nine 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 or operating performance or achievement of
enhancements in debt maturity profile. 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, 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.