Alcoa Announces Expiration of Exchange Offers.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Alcoa Inc. (NYSE NYSE See: New York Stock Exchange :AA) announced the expiration of its offers to exchange (the "Offers") up to $1,500,000,000 aggregate principal amount of its outstanding 7-3/8% notes due 2010 (the "2010 notes"), 6-1/2% notes due 2011 (the "2011 notes"), and 6% notes due 2012 (the "2012 notes" and collectively with the 2010 notes and 2011 notes, the "old notes") for up to $1,500,000,000 aggregate principal amount of its new 5.72% notes due 2019 (the "2019 notes") and new 5.87% notes due 2022 (the "2022 notes" and collectively with the 2019 notes, the "new notes"), and cash. The Offers, which commenced on January 23, 2007, expired at midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on February 20, 2007 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). As of the Expiration Date, the principal amount of each series of the old notes validly tendered and not validly withdrawn was as follows: Old Notes Principal Amount of Old Notes Tendered 2010 Notes $488,527,000 2011 Notes $416,392,000 2012 Notes $483,231,000 Total: $1,388,150,000 Based on the amount of old notes tendered in exchange for new notes and in accordance with the terms of the Offers, Alcoa will accept, without proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. , all of the old notes validly tendered and not validly withdrawn as set forth above. As announced on February 15, 2007, the total exchange price for each $1,000 principal amount of: (a) 2010 notes tendered and accepted for payment is $1,072.64, consisting of $1,000 principal amount of new notes and $72.64 in cash; (b) 2011 notes tendered and accepted for payment is $1,053.20, consisting of $1,000 principal amount of new notes and $53.20 in cash; and (c) 2012 notes tendered and accepted for payment is $1,036.48, consisting of $1,000 principal amount of new notes and $36.48 in cash. The total exchange price includes an early participation amount that is payable only to holders of old notes that validly tendered and did not validly withdraw their old notes at or prior to 5:00 p.m., New York City time, on February 5, 2007 (the "early participation date"). Holders of old notes that validly tendered their old notes after the early participation date but prior to the expiration date of the exchange offers will receive the total exchange price less the early participation amount. Alcoa will also pay accrued and unpaid interest on the old notes that are accepted for exchange in the Offers to, but not including, the settlement date. The settlement date is expected to be February 23, 2007. The new notes will be issued only (i) to holders of old notes that have certified certain matters to Alcoa, including their status as "qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. " as defined in Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933 (the "Securities Act") or (ii) outside the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , to holders of old notes who are non-U.S. persons in compliance with Regulation S under the Securities Act. The new notes have not been registered under the Securities Act or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This news release is neither an offer to purchase, an offer to sell nor a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to purchase or sell any securities. The Offers were made only pursuant to the Offering Memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. dated January 23, 2007 and only to such persons and in such jurisdictions as was permitted under applicable law. Alcoa is the world's leading producer and manager of primary aluminum, fabricated fab·ri·cate tr.v. fab·ri·cat·ed, fab·ri·cat·ing, fab·ri·cates 1. To make; create. 2. To construct by combining or assembling diverse, typically standardized parts: aluminum and alumina alumina (əl `mĭnə) or aluminum oxide, Al2O3, chemical compound with m.p. about 2,000°C; and sp. gr. about 4.0. facilities, and is active 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, Alcoa also
markets consumer brands including Reynolds Wrap[R] foils and plastic
wraps, Alcoa[R] wheels, and Baco[R] household wraps. Among its other
businesses are closures, fastening systems, precision castings, and
electrical distribution systems for cars and trucks. Alcoa has 123,000
employees in 44 countries and has been named one of the top most
sustainable corporations in the world at the World Economic Forum in
Davos, Switzerland. More information can be found at www.alcoa.com.
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