NEW YORK–Alcoa Inc. (NYSE:AA) announced today the expiration and final results of
its Any and All Tender Offer, which is its tender offer to purchase for
cash any and all of its 5.375% Notes due 2013, and its Maximum Tender
Offer, which is its tender offer to purchase up to $400 million in cash
(the Maximum Purchase Sublimit) of its 6.00% Notes due 2013.
As of 5 p.m., Eastern time, on May 12, 2011, the expiration date for the
tender offers:
1) the aggregate principal amount of 5.375% Notes tendered and not
withdrawn was $269,031,000 (including the previously announced
$253,545,000 aggregate principal amount of the 5.375% Notes tendered at
or prior to 5 p.m., Eastern time, on April 20, 2011 and previously
accepted for purchase by Alcoa), representing 48.66% of the $552,933,000
aggregate principal amount of the 5.375% Notes outstanding prior to the
Any and All Tender Offer; and
2) the aggregate principal amount of 6.00% Notes tendered and not
withdrawn was $327,537,000 (including the previously announced
$319,940,000 aggregate principal amount of the 6.00% Notes tendered at
or prior to 5 p.m., Eastern time, on April 28, 2011), representing
43.67% of the $750,000,000 aggregate principal amount of the 6.00% Notes
outstanding prior to the Maximum Tender Offer.
All of the 5.375% Notes that were tendered after 5 p.m., Eastern time,
on April 20, 2011 in the Any and All Tender Offer have been accepted for
purchase by Alcoa, with settlement expected to occur today.
All of the 6.00% Notes that were tendered in the Maximum Tender Offer
have also been accepted for purchase by Alcoa, with settlement expected
to occur today.
Holders of 5.375% Notes that were tendered and accepted for purchase
will receive $1,073.75 per $1,000 principal amount of 5.375% Notes
accepted for purchase, which includes an Early Tender Premium of $20 per
$1,000 principal amount. Holders of 6.00% Notes that were tendered and
accepted for purchase will receive $1,100 per $1,000 principal amount of
6.00% Notes accepted for purchase, which includes an Early Tender
Premium of $20 per $1,000 principal amount. Payments for 5.375% Notes
and 6.00% Notes will also 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.
As indicated in the Offer to Purchase dated April 13, 2011, following
consummation or termination of the tender offers Alcoa and its
affiliates reserve the right to acquire the Notes from time to time
otherwise than pursuant to the tender offers through open market
purchases, privately negotiated transactions, one or more additional
tender or exchange offers or otherwise, on terms that may or may not be
equal to the applicable tender offer consideration and early tender
premium. Alcoa also reserves the right to exercise any of its rights,
including redemption rights, under the indenture pursuant to which the
Notes were issued.
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
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 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.