Arconic Inc. (“Arconic” or the “Company”) (NYSE: ARNC) today announced
the expiration and final tender results 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”), and amendments to the terms of the
Offers (as defined below) announced on April 19, 2017. Capitalized terms
used but not otherwise defined in this announcement shall have the
meaning given to them in the Offer to Purchase.
On April 20, 2017 (the “Early Settlement Date”), the Purchasers
purchased the principal amounts of Notes set forth in the table below.
As of 11:59 p.m., New York City time, on May 2, 2017 (the extended
“Early Tender Date” with respect to the 2018 Offers (as defined below)
and the “Expiration Date” for the Offers), the additional principal
amounts of Notes set forth in the table below had been validly tendered
and not withdrawn.
The settlement for any 6.500% Notes due 2018 and 6.750% Notes due 2018
(together, the “2018 Notes”) validly tendered and not withdrawn after
the previously announced Early Tender Date and at or prior to the
Expiration Date is expected to occur on Thursday, May 4, 2017, which is
the Final Settlement Date for the Offers. Since the amended 2019 Offer
Purchase Amount Cap was reached on the Early Settlement Date, no
additional 5.720% Notes due 2019 (the “2019 Notes”) will be accepted for
purchase on the Final Settlement Date.
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pursuant to the Offers may no longer be withdrawn, except as required by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 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
previously announced Total Consideration.
Title of |
CUSIP |
Principal |
Acceptance |
Principal |
Principal |
Additional |
Principal |
|||||||
6.500% Senior Notes due 2018 |
022249BA3/
US022249BA36 |
$250,000,000 | 1 | $147,940,000 | $147,940,000 | $1,961,000 | $1,961,000 | |||||||
6.750% Senior Notes due 2018 |
013817AS0/
US013817AS04 |
$750,000,000 | 2 | $397,034,000 | $397,034,000 | $8,152,000 | $8,152,000 | |||||||
5.720% Senior Notes due 2019 |
013817AP6/
013817AM3/ U01347AA8/ US013817AP64/ US013817AM34/ USU01347AA84 |
$750,000,000 | 3 | $383,757,000 | $250,000,000 | N/A | N/A |
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 Purchasers will not accept for purchase more than $1,000,000,000
aggregate principal amount of Notes (the “Maximum Purchase Amount”) in
the Offers.
As set forth in the Offer Materials, the Purchasers intend to negotiate
to sell to the Company for cash all additional validly tendered 2018
Notes on the Final Settlement Date or soon thereafter.
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.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The Offers were 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