RTI International Metals, a Subsidiary of Alcoa Inc., Announces Effective Date of Make-Whole Fundamental Change & Fundamental...
July 24 2015 - 4:05PM
Business Wire
RTI International Metals, Inc. (the “Company”) announced today
that, in connection with the closing of the transactions
contemplated by the Agreement and Plan of Merger, dated as of March
8, 2015, by and among the Company, Alcoa Inc. (“Parent”) (NYSE:AA)
and Ranger Ohio Corporation (“Merger Sub”), a direct wholly owned
subsidiary of Parent, the Company delivered a notice to holders of
its 3.000% Convertible Senior Notes due 2015 (the “Notes”),
pursuant to the Indenture, dated as of December 14, 2010 (as
amended, supplemented or otherwise modified from time to time, the
“Indenture”) between the Company, the subsidiary guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), of a Make-Whole Fundamental Change and
delivery of a Fundamental Change Company Notice (as such terms are
defined in the Indenture) that occurred in connection with the
consummation of the transactions. The Effective Date (as defined in
the Indenture) of the Fundamental Change and Make-Whole Fundamental
Change was July 23, 2015.
In connection with the Fundamental Change, and as more fully
described in the Fundamental Change Company Notice, pursuant to the
First Supplemental Indenture (the “First Supplemental Indenture”),
dated as of December 14, 2010, by and among the Company, the
Subsidiary Guarantors party thereto and the Trustee, on or before
August 21, 2015, each Holder shall, subject to certain conditions,
have the right, by giving notice, to require the Company to
purchase all of such Holder’s Notes, or any portion thereof that is
a multiple of $1,000 principal amount, at a price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest to,
but excluding, the Fundamental Change Purchase Date (as defined in
the Indenture), which equals approximately $1,006.91667 for each
$1,000 in principal amount of Notes. Holders who deliver their
Notes and Fundamental Change Purchase Notice (as defined in the
Indenture) and do not withdraw such notice prior to the withdrawal
date identified in the notice to holders will not be permitted to
convert their notes.
In connection with the Make-Whole Fundamental Change, and as
more fully described in the notice to holders, pursuant to the
First Supplemental Indenture, the consideration due upon conversion
of the Notes will be (i) an amount of Parent common stock equal to
$979.95 per $1,000 principal amount of Notes based on a conversion
rate of 98.3884 in the case of a holder that elects to convert its
Notes “in connection with” a Make-Whole Fundamental Change or (ii)
an amount of Parent common stock equal to $785.35 per $1,000
principal amount of Notes based on a conversion rate of 78.8499 in
the case of a holder that elects to convert its Notes other than
“in connection with” a Make-Whole Fundamental Change. Such
consideration due upon conversion is, in each case, based on the
closing sale price of Parent common stock on July 23, 2015. Holders
who wish to convert their Notes must satisfy the requirements set
forth in the Indenture.
A conversion of Notes will be deemed “in connection with” the
Make-Whole Fundamental Change if a valid Notice of Conversion of
the Notes is received, and not withdrawn, by the Conversion Agent
(as defined in the Indenture) during the period from, and
including, July 23, 2015 to, and including, the business day
immediately prior to the related Fundamental Change Purchase Date
(as defined in the Indenture) (the “Make-Whole Conversion Period”).
The Fundamental Change Purchase Date has been specified by the
Company in a Fundamental Change Company Notice that was delivered
to holders pursuant to Section 9.01 of the First Supplemental
Indenture.
If a holder does not convert its Notes during the Make-Whole
Conversion Period and thus does not convert its Notes “in
connection with” a Make-Whole Fundamental Change, such holder may
convert its Notes at any time prior to the close of business on the
business day immediately preceding the maturity date of the
Notes.
Holders of Notes should read carefully the notice regarding
their conversion rights in connection with the Make-Whole
Fundamental Change and the Fundamental Change Company Notice
regarding the rights of holders to require the Company to
repurchase their Notes, as they contain important information as to
the procedures and timing for the exercise of such rights.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150724005808/en/
Alcoa Inc.Investor Contact:Nahla Azmy, +1-212-836
2674Nahla.Azmy@alcoa.comorMedia Contact:Christa Bowers,
+1-212-836-2605Christa.Bowers@alcoa.com
Arconic (NYSE:ARNC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Arconic (NYSE:ARNC)
Historical Stock Chart
From Sep 2023 to Sep 2024