NEW YORK–Alcoa (NYSE:AA) announced today preliminary results of its Maximum
Tender Offer for its outstanding 6.00% Notes due 2013.
As of the Maximum Tender Early Tender Date, which was 5 p.m. Eastern
Time on April 28, 2011, the aggregate principal amount of 6.00% Notes
validly tendered and not withdrawn was $319,940,000, representing 42.66%
of the $750,000,000 aggregate principal amount of the 6.00% Notes
outstanding.
Alcoa also announced today the extension of the Maximum Tender Early
Tender Date to coincide with the final expiration of the Maximum Tender
Offer. Accordingly, all holders of 6.00% Notes that are validly tendered
at or prior to 5 p.m. Eastern Time on May 12, 2011, unless extended or
earlier terminated (such date and time, the Expiration Date), and that
are accepted for purchase pursuant to the Maximum Tender Offer, will
receive the applicable tender offer consideration plus the applicable
early tender premium.
Withdrawal rights in connection with the Maximum Tender Offer expired at
the Withdrawal Deadline, which was 5 p.m. Eastern Time on April 28,
2011. Tendered 6.00% Notes, whether submitted prior or subsequent to
such time, may not be withdrawn.
The Maximum Tender Offer is being made upon and subject to the terms and
conditions set forth in the Offer to Purchase dated April 13, 2011 and
the related Letter of Transmittal. As announced on April 28, 2011, Alcoa
will accept up to $400 million in cash (the Maximum Purchase Sublimit)
of the 6.00% Notes validly tendered on or prior to the Expiration Date.
Payment for 6.00% Notes purchased in the Maximum Tender Offer will
include accrued and unpaid interest from and including the last interest
payment date applicable to the 6.00% Notes up to, but not including, the
settlement date. The settlement date for 6.00% Notes validly tendered on
or prior to the Expiration Date is expected to be one business day
following the Expiration Date.
Alcoa’s obligation to accept for payment and to pay for the 6.00% Notes
is subject to the satisfaction or waiver of certain conditions specified
in the Offer to Purchase.
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.
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, 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, 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.