8-KMaterial AgreementsSecurities & ListingOther Events+1

Howmet Aerospace Inc. 8-K Report, Material Agreement (Jan 25, 2011)

Filed January 25, 2011For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (now Howmet Aerospace Inc.) on January 24, 2011, primarily details the company's contribution of approximately $600 million worth of its common stock to a master trust managing its defined benefit pension plans. This action satisfies a portion of Alcoa's future funding obligations to these plans. In conjunction with this stock contribution, Alcoa entered into a Registration Rights Agreement with Evercore Trust Company, N.A., acting as the investment manager for the trust. This agreement ensures that Alcoa will facilitate the resale of these shares by the trust by filing necessary registration statements and prospectus supplements with the SEC, enabling the trust to sell the shares to the public. Investors should note this transaction was structured as an unregistered sale of equity securities under Section 4(2) of the Securities Act of 1933.

Key Highlights

  • 1Alcoa Inc. contributed 36,518,563 shares of its common stock, valued at approximately $600 million, to its master trust for defined benefit pension plans.
  • 2The stock contribution was made to satisfy a portion of Alcoa's future pension funding obligations.
  • 3The issuance of shares was conducted as a private placement under Section 4(2) of the Securities Act of 1933.
  • 4A Registration Rights Agreement was executed with Evercore Trust Company, N.A., the investment manager of the trust.
  • 5Alcoa committed to filing registration statements and prospectus supplements to allow the trust to resell these shares to the public.
  • 6The agreement outlines conditions under which the registration obligation will terminate, including when all shares are disposed of or can be sold under Rule 144.

Frequently Asked Questions

The primary purpose of this filing was to report Alcoa Inc.'s contribution of its common stock to its pension trust and the subsequent execution of a Registration Rights Agreement to facilitate the resale of these shares.

Alcoa has entered into a Registration Rights Agreement with the trust's investment manager, Evercore Trust Company, N.A. Alcoa will file the necessary registration statements and prospectus supplements with the SEC to allow the trust to resell these shares to the public.

No, this was not a public offering. The contribution of shares to the pension trust was made as a private placement pursuant to Section 4(2) of the Securities Act of 1933, and the subsequent resale will be registered.

The $600 million valuation represents the aggregate market value of the Alcoa common stock contributed to the pension trust on the date of the transaction, based on the closing price of Alcoa's stock on the NYSE. This amount signifies the portion of Alcoa's pension obligations being addressed through this stock transfer.