Alcoa Inc. Announces Closing of Debt Offering In Connection with Separation
September 27 2016 - 4:16PM
Business Wire
Alcoa Inc. (NYSE:AA) (“Alcoa”) announced today that 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, closed its offering
of $750,000,000 aggregate principal amount of 6.75% senior notes
due 2024 (the “2024 Notes”) and $500,000,000 aggregate principal
amount of 7.00% senior notes due 2026 (the “2026 Notes” and,
together with the 2024 Notes, the “Notes”).
The Issuer intends to use the proceeds from the 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 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 were 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160927006668/en/
AlcoaInvestor Contact:Matt Garth,
212-836-2674Matthew.Garth@alcoa.comorMedia Contact:Monica Orbe,
212-836-2632Monica.Orbe@alcoa.com
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