Arconic Inc. (“Arconic” or the “Company”) (NYSE: ARNC) today announced
the early 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). Capitalized terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Offer to
Purchase.
As of 5:00 p.m., New York City time, on April 18, 2017 (the previously
announced Early Tender Date), the principal amounts of Notes set forth
in the table below had been validly tendered and not withdrawn.
The Purchasers have waived the 2019 Offer Condition, have amended the
2019 Offer Purchase Amount Cap and have extended the previously
announced Early Tender Date with respect to the 2018 Offers to 11:59
p.m., New York City time, on May 2, 2017, which is the Expiration Date
for the Offers.
The Purchasers have amended the 2019 Offer Purchase Amount Cap. The
Purchasers will now purchase on the Early Settlement Date (as defined
below) an aggregate principal amount of the Company’s 5.720% Notes due
2019 (the “2019 Notes”) up to $250,000,000, subject to proration.
The settlement for the Notes validly tendered and not withdrawn before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for any 2018 Notes validly tendered and not withdrawn after the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 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 has been reached, no additional 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pursuant to the Offers may no longer be withdrawn, except as required by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.
Subject to all conditions to the Offers set forth in the Offer Materials
having been satisfied or waived by the Purchasers with respect to such
purchases, the Purchasers currently expect that on the Early Settlement
Date they will accept for purchase all of the Company’s 6.500% Notes due
2018 and 6.750% Notes due 2018 (together, the “2018 Notes”) validly
tendered at or prior to the previously announced Early Tender Date (as
set forth in the table below) and, since the 2019 Offer Condition has
been waived and the 2019 Offer Purchase Amount Cap has been amended,
$250,000,000 of the 2019 Notes, subject to proration as set forth in the
Offer to Purchase.
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 and do 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 Total Consideration (subject to proration, if
applicable), which will be determined by reference to the fixed spread
specified below (the “Fixed Spread”) over the yield (the “Reference
Yield”) based on the bid side price of the Reference U.S. Treasury
Security specified below as calculated by the Purchasers as of 2:00
p.m., New York City time, on April 19, 2017 (such time and date, as the
same may be extended, the “Price Determination Date”) and will include
the Early Tender Premium of $30.00 per $1,000 principal amount of Notes.
|
Title of |
CUSIP |
Principal |
Principal |
Principal |
Acceptance |
Reference |
Bloomberg |
Fixed Spread |
|||||||||
| 6.500% Senior Notes due 2018 |
022249BA3/
US022249BA36 |
$250,000,000 | $147,940,000 | $147,940,000 | 1 | 1.25% UST due March 31, 2019 | FIT1 | +15 | |||||||||
| 6.750% Senior Notes due 2018 |
013817AS0/
US013817AS04 |
$750,000,000 | $397,034,000 | $397,034,000 | 2 | 1.25% UST due March 31, 2019 | FIT1 | +35 | |||||||||
| 5.720% Senior Notes due 2019 |
013817AP6/
013817AM3/ U01347AA8/ US013817AP64/ US013817AM34/ USU01347AA84 |
$750,000,000 | $383,757,000 | $250,000,000 | 3 | 1.25% UST due March 31, 2019 | FIT1 | +35 | |||||||||
| (1) |
The applicable page on Bloomberg from which the Purchasers will quote the bid side price of the Reference U.S. Treasury Security. |
|
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 (subject to the Purchasers’ right to increase or decrease the
Maximum Purchase Amount).
Aside from the waiver of the 2019 Offer Condition, the amendment to the
2019 Offer Purchase Amount Cap and the extended Early Tender Date with
respect to the 2018 Offers, all other terms and conditions of the Offers
remain unchanged.
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
Investor Contact:
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact:
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com