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/
Copyright Business Wire 2015