Business News
Alcoa Commences Debt Offering, Announces Tender Offers to Enhance Maturity Profile of Company Debt
Thursday 14. April 2011 - 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
Number
Principal
Amount
Outstanding
Dollars per $1,000 Principal
Amount of Securities
Maximum
Purchase
Sublimit
Tender
Offer
Consideration
Early
Tender
Premium
Total
Consideration
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
Alcoas 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 Commissions 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.