NEW YORK–Alcoa Inc. (NYSE: AA) today announced that it has successfully priced
its public offerings of common stock and convertible notes. The
offerings were made pursuant to the Company’s registration statement and
prospectuses filed with the Securities and Exchange Commission. Total
proceeds from the offerings are approximately $1.3 billion.
The Company announced that it has agreed to sell 150 million shares of
its common stock at a public offering price of $5.25 per share. The
Company has also granted the underwriters an option to purchase up to an
additional 22.5 million shares of common stock on the same terms and
conditions to cover over-allotments, if any.
The Company also announced the pricing of its public offering of $500
million aggregate principal amount of 5.25% convertible notes due 2014,
reflecting an increase from the initial amount of $250 million. The
Company has granted the underwriters an option to purchase up to an
additional $75 million principal amount of convertible notes on the same
terms and conditions to cover over-allotments, if any. The convertible
notes will pay interest semi-annually at a rate of 5.25% and will mature
on March 15, 2014 unless earlier repurchased or converted. The
convertible notes will be convertible at the holder’s option into shares
of Alcoa common stock at a conversion rate of 155.4908 shares of
common stock per $1,000 principal amount of convertible notes,
equivalent to a conversion price of approximately $6.43 per share of
common stock, subject to adjustment in certain circumstances.
The Company intends to use the net proceeds from the offerings to repay
outstanding indebtedness under its senior unsecured 364-day revolving
credit facility. The Company intends to use any remaining proceeds for
general corporate purposes.
The offerings are expected to close on March 24, 2009, subject to
customary closing conditions. The closing of each offering is not
contingent on the closing of the other.
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated,
Barclays Capital Inc. and Citigroup Global Markets Inc. are the joint
book-running managers.
Copies of the prospectuses related to the offerings may be obtained from
Credit Suisse Securities (USA) LLC, One Madison Avenue, New York, NY
10010, Attention: Prospectus Department, call toll-free 1-800-221-1037;
or from Morgan Stanley & Co. Incorporated, 180 Varick Street 2/F, New
York, NY 10014, call toll-free 1-866-718-1649, or email prospectus@morganstanley.com;
or from Barclays Capital Inc., c/o Broadridge, Integrated Distribution
Services, 1155 Long Island Avenue, Edgewood, NY 11717, call toll-free
1-888-603-5847; or from Citigroup Global Markets Inc., Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn,
New York 11220, call toll-free 1-877-858-5407.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any jurisdiction. The securities being offered have
not been approved or disapproved by any regulatory authority, nor has
any such authority passed upon the accuracy or adequacy of the
registration statement, the prospectus contained therein or the
prospectus supplements.
Alcoa is the world leader in the production and management of primary
aluminum, fabricated aluminum and alumina combined, through its active
and growing participation in all major aspects of the industry. Alcoa
serves the aerospace, automotive, packaging, building and construction,
commercial transportation and industrial markets, bringing design,
engineering, production and other capabilities of Alcoa’s businesses to
customers. In addition to aluminum products and components including
flat-rolled products, hard alloy extrusions, and forgings, Alcoa also
markets Alcoa® wheels, fastening systems, precision and investment
castings, and building systems. The Company has been named one of the
top most sustainable corporations in the world at the World Economic
Forum in Davos, Switzerland and has been a member of the Dow Jones
Sustainability Index for seven consecutive years. More information can
be found at www.alcoa.com
Forward-Looking Statements
Certain statements in this release relate to future events and
expectations and as such constitute forward-looking statements involving
known and unknown risks and uncertainties that may cause actual results,
performance or achievements of Alcoa to be different from those
expressed or implied in the forward-looking statements. Forward-looking
statements include those containing such words as “anticipates,”
“believes,” “estimates,” “expects,” “goal,” “hopes,” “intends,” “plans,”
“targets,” “should,” “will,” “will likely result,” “forecast,”
“outlook,” “projects” or other words of similar meaning. 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. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include: (a) material adverse changes in economic or aluminum
industry conditions generally, including global supply and demand
conditions and fluctuations in London Metal Exchange-based prices for
primary aluminum, alumina and other products; (b) material adverse
changes in the markets served by Alcoa, including automotive and
commercial transportation, aerospace, building and construction,
distribution, packaging, and industrial gas turbine markets; (c) Alcoa’s
inability to achieve the level of cost reductions, cash generation or
conservation, return on capital improvement, improvement in
profitability and margins, or strengthening of operations anticipated by
management in connection with its restructuring, portfolio streamlining
and liquidity strengthening actions; (d) continued volatility or
deterioration in the financial markets, including disruptions in the
commercial paper, capital and credit markets; (e) Alcoa’s inability to
mitigate impacts from increased energy, transportation and raw materials
costs, including caustic soda, calcined petroleum coke and natural gas,
or from other cost inflation; (f) Alcoa’s inability to complete its
Brazilian growth and portfolio streamlining projects or achieve
efficiency improvements at newly constructed or acquired facilities as
planned and by targeted completion dates; (g) unfavorable changes in
laws, governmental regulations or policies, foreign currency exchange
rates or competitive factors in the countries in which Alcoa operates;
(h) significant legal proceedings or investigations adverse to Alcoa,
including environmental, product liability, safety and health and other
claims; and (i) the other risk factors summarized in Alcoa’s Form 10-K
for the year ended December 31, 2008 and other reports filed with the
Securities and Exchange Commission.