Alcoa Inc. (NYSE:AA) (“Alcoa”) announced today a proposed offering of
senior notes (the “Notes”) by Alcoa Nederland Holding B.V. (the
“Issuer”), a wholly owned subsidiary of Alcoa Upstream Corporation
(“Alcoa Corporation”), which is currently a wholly owned subsidiary of
Alcoa.
The timing of pricing and terms of the Notes are subject to market
conditions and other factors. The Issuer intends to use the proceeds
from the proposed offering to make a payment to Alcoa to fund the
transfer of certain assets from Alcoa to the Issuer in connection with
Alcoa’s previously announced plan to separate into two stand-alone,
publicly traded companies (the “separation”) and for general corporate
purposes. The net proceeds from the proposed offering will be held in
escrow until the completion of the separation and the satisfaction of
certain other escrow release conditions. The Notes will initially be
guaranteed on a senior unsecured basis by Alcoa Corporation and,
following the separation, by Alcoa Corporation and certain of its
subsidiaries.
The Notes and related guarantees will be sold in a private placement to
qualified institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
certain non-United States persons in offshore transactions in accordance
with Regulation S under the Securities Act.
The Notes and related guarantees have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States or to,
or for the benefit of, U.S. persons absent registration under, or an
applicable exemption from, the registration requirements of the
Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which, or to any persons to whom, such an offer,
solicitation or sale would be unlawful. Any offers of the Notes or
related guarantees will be made only by means of a private offering
memorandum.
About Alcoa
A global leader in lightweight metals technology, engineering and
manufacturing, Alcoa innovates multi-material solutions that advance our
world. Our technologies enhance transportation, from automotive and
commercial transport to air and space travel, and improve industrial and
consumer electronics products. We enable smart buildings, sustainable
food and beverage packaging, high-performance defense vehicles across
air, land and sea, deeper oil and gas drilling and more efficient power
generation. We pioneered the aluminum industry over 125 years ago, and
today, our approximately 57,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in-class bauxite, alumina and primary aluminum products.
Forward-Looking Statements
This communication 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,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,”
“should,” “targets,” “will,” “would,” 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,
statements regarding the separation transaction. 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 Alcoa 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. Such risks and uncertainties include, but are not limited
to: (a) uncertainties as to the timing of the separation and whether it
will be completed; (b) the possibility that various closing conditions
for the separation may not be satisfied; (c) the outcome of
contingencies, including legal proceedings; (d) the impact of the
separation on the businesses of Alcoa; (e) the risk that the businesses
will not be separated successfully or such separation may be more
difficult, time-consuming or costly than expected, which could result in
additional demands on Alcoa’s resources, systems, procedures and
controls, disruption of its ongoing business and diversion of
management’s attention from other business concerns; and (f) the other
risk factors discussed in Alcoa’s Form 10-K for the year ended December
31, 2015, and other reports filed with the U.S. 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.
Alcoa Inc.
Investor:
Matt Garth, 212-836-2674
Matthew.Garth@alcoa.com
or
Media:
Monica Orbe, 212-836-2632
Monica.Orbe@alcoa.com