Arconic Inc. (“Arconic” or the “Company”) (NYSE: ARNC) today announced
the Reference Yields and Total Consideration for the previously
announced cash tender offers by Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC (the “Purchasers”) for the Company’s
outstanding debt securities set forth in the table below (the “Notes”),
on the terms and conditions set forth in the Offer to Purchase, dated
April 5, 2017 (the “Offer to Purchase”), and a related Letter of
Transmittal (together, the “Offer Materials”). Capitalized terms used
but not otherwise defined in this announcement shall have the meaning
given to them in the Offer to Purchase.
The Total Consideration for each series of Notes was determined based on
the relevant Reference Yield as of 2:00 p.m., New York City time, on
April 19, 2017, in accordance with the terms set forth in the Offer to
Purchase by reference to the relevant Fixed Spread and the relevant
Reference U.S. Treasury Security as follows:
| Principal | Reference | Bloomberg | Fixed Spread | |||||||||||
| Title of | CUSIP | Amount | U.S. Treasury | Reference | Reference | (Basis | Total | |||||||
| Security | Number/ISIN | Outstanding | Security |
Page |
Yield | Points) |
Consideration |
|||||||
|
6.500% Senior Notes |
022249BA3/
|
$250,000,000 |
1.25% UST |
FIT1 | 1.181% | +15 | $1,058.91 | |||||||
|
6.750% Senior Notes |
013817AS0/ |
$750,000,000 |
1.25% UST |
FIT1 | 1.181% | +35 | $1,063.63 | |||||||
|
5.720% Senior Notes |
013817AP6/ |
$750,000,000 |
1.25% UST |
FIT1 | 1.181% | +35 | $1,075.76 |
|
(1) |
The applicable page on Bloomberg from which the Purchasers quoted the bid side price of the Reference U.S. Treasury Security. |
|
|
(2) |
Per $1,000 principal amount of Notes validly tendered at or prior to the applicable Early Tender Date, not validly withdrawn and accepted for purchase. Inclusive of $30.00 Early Tender Premium per $1,000 principal amount of Notes tendered at or prior to the applicable Early Tender Date. In addition to the Total Consideration, holders will also receive accrued and unpaid interest on the Notes from the applicable last interest payment date up to, but not including, the applicable Settlement Date. Subject to proration, if applicable. |
We refer to the offers to purchase the 2018 Notes as the “2018 Offers,”
the offer to purchase the 2019 Notes as the “2019 Offer” and the 2018
Offers and the 2019 Offer together as the “Offers.”
The previously announced date for the expiration of withdrawal rights
for the Offers has passed and has not been extended. Notes tendered
pursuant to the Offers may no longer be withdrawn, except as required by
law.
Holders who validly tendered and did not withdraw Notes by the
previously announced Early Tender Date (5:00 p.m., New York City time,
on April 18, 2017) and Holders who validly tender 2018 Notes by the
extended Early Tender Date with respect to the 2018 Offers (11:59 p.m.,
New York City time, on May 2, 2017) will be eligible to receive the
Total Consideration (subject to proration, if applicable).
The settlement for the Notes validly tendered and not withdrawn before
the previously announced Early Tender Date is still expected to occur on
Thursday, April 20, 2017 (the “Early Settlement Date”). The settlement
for any 2018 Notes validly tendered and not withdrawn after the
previously announced Early Tender Date and at or prior to the extended
Early Tender Date with respect to the 2018 Offers is expected to occur
on Thursday, May 4, 2017 (the “Final Settlement Date”). Since the
amended 2019 Offer Purchase Amount Cap has been reached, no additional
2019 Notes will be accepted for purchase on the Final Settlement Date.
As set forth in the Offer Materials, the Purchasers intend to negotiate
to sell the Notes to the Company for cash or to exchange the Notes for
shares of common stock of Alcoa Corporation held by the Company. The
Purchasers intend to negotiate to sell to the Company any validly
tendered Notes in excess of $500,000,000 in the aggregate on the Early
Settlement Date or soon thereafter and negotiate to sell to or exchange
with the Company all other validly tendered Notes on the Final
Settlement Date or soon thereafter.
The Offers will expire at 11:59 p.m., New York City time, on May 2, 2017
(the “Expiration Date”), unless extended or earlier terminated.
For additional information regarding the terms of the Offers, please
contact Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or
(212) 723-6106 (collect) or Credit Suisse Securities (USA) LLC at (800)
820-1653 (toll free) or (212) 538-1862 (collect). Requests for documents
and questions regarding the tender of Notes may be directed to Global
Bondholder Services Corporation at (866) 924-2200 (toll free) or (212)
430-3774 (collect).
Copies of the Offer to Purchase and the Letter of Transmittal related to
the Offers may also be obtained at no charge from Global Bondholder
Services Corporation.
None of Arconic, its board of directors, the Purchasers, the trustee
under the indentures, the information agent and depositary make any
recommendation as to whether Holders of the Notes should tender or
refrain from tendering the Notes.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The Offers are being made
solely by means of the Offer to Purchase and the related Letter of
Transmittal.
About Arconic
Arconic (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensure customer success and shareholder value. For more
information: www.arconic.com.
Follow @arconic: Twitter,
Instagram,
Facebook,
LinkedIn
and YouTube.
Dissemination of Company Information
Arconic intends to make future announcements regarding Company
developments and financial performance through its website on www.arconic.com
Forward–Looking Statements
This communication contains statements that relate to future events and
expectations and as such constitute forward-looking statements.
Forward-looking statements include those containing such words as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements. Forward-looking
statements are not guarantees of future performance and are subject to
risks, uncertainties, and changes in circumstances that are difficult to
predict. Although Arconic believes that the expectations reflected in
any forward-looking statements are based on reasonable assumptions, it
can give no assurance that these expectations will be attained and it is
possible that actual results may differ materially from those indicated
by these forward-looking statements due to a variety of risks and
uncertainties, including, but not limited to, deterioration in global
economic and financial market conditions generally, and the risk factors
discussed in Arconic’s Form 10-K for the year ended December 31, 2016,
and other reports filed with the U.S. Securities and Exchange Commission
(SEC). Arconic 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. Market
projections are subject to the risks discussed above and other risks in
the market.
Arconic Inc.
Investor Contact
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com