Exhibit 99.1
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Contact:
Dan L. Greenfield
412-394-3004 |
Allegheny Technologies Announces Proposed Concurrent Senior Notes and
Convertible Notes Offerings
Pittsburgh, PA, May 26, 2009, Allegheny Technologies Incorporated (NYSE:ATI) announced today its
intention to offer concurrently $300 million aggregate principal amount of senior notes due 2019
and $350 million aggregate principal amount of convertible notes due 2014. The offerings will be
made pursuant to the Companys shelf registration statement filed with the Securities and Exchange
Commission on May 26, 2009. Neither the completion of the senior notes offering nor the
convertible notes offering will be contingent on the completion of the other. The interest rate
and other financial terms of the senior notes due 2019 will be determined upon the pricing of such
notes. In addition, the interest rate, conversion rate, and other financial terms of the
convertible notes will be determined upon the pricing of such notes. ATI also expects to grant the
underwriters for the convertible offering an option to purchase up to an additional $52.5 million
aggregate principal amount of convertible notes to cover over-allotments.
ATI intends to use the net proceeds from the senior notes offering to purchase any and all of its
outstanding 8.375% Notes due 2011 pursuant to the terms of a tender offer by ATI for those notes.
As of today, there were $300.0 million in aggregate principal amount of ATIs 8.375% Notes due 2011
outstanding. Any net proceeds of the senior notes offering not used to purchase the 8.375% Notes
will be used for general corporate purposes.
ATI intends to use the net proceeds from the convertible notes offering to manage its liabilities
and other obligations, such as by making voluntary contributions to its defined benefit pension
trust and contributions to trusts established to fund retiree medical benefits.
Citi and JPMorgan are the joint book-running managers for the senior notes offering. JPMorgan and
Citi are the joint book-running managers for the convertible note offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of any of the senior notes or convertible notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. A registration statement relating to the
senior notes and convertible notes has been filed with the Securities and Exchange Commission.
Copies of the prospectus and senior notes preliminary prospectus supplement meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from Citi,
Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn,
New York 11220 or by telephone at 800-831-9146 and at www.sec.gov. Copies of the prospectus and
convertible notes preliminary prospectus supplement meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, may be obtained from JPMorgan, National Statement Processing,
Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245 or by telephone at
718 242-8002 and at www.sec.gov.
ATIs obligation to accept any 8.375% Notes due 2011 tendered in its tender offer and to pay the
applicable consideration for them are set forth solely in the related Offer to Purchase and the
Letter of Transmittal. This news release is neither an offer to purchase nor a solicitation of an
offer to sell any 8.375% Notes due 2011. The tender offer is made only by, and pursuant to the
terms of, the Offer to Purchase, and the information in this news release is qualified by reference
to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, ATI may
amend, extend or, subject to certain conditions, terminate the tender offer.
This news release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future
events and expectations and, as such, constitute forward-looking statements. Forward-looking
statements include those containing such words as anticipates, believes, estimates,
expects, would, should, will, will likely result, forecast, outlook, projects, and
similar expressions. Forward-looking statements are based on managements current expectations and
include known and unknown risks, uncertainties and other factors, many of which we are unable to
predict or control, that may cause our actual results, performance or achievements to materially
differ from those expressed or implied in the forward-looking statements. Important factors that
could cause actual results to differ materially from those in the forward-looking statements
include: (a) material adverse changes in economic or industry conditions generally, including
credit market conditions and related issues, and global supply and demand conditions and prices for
our specialty metals; (b) material adverse changes in the markets we serve, including the aerospace
and defense, construction and mining, automotive, electrical energy, chemical process industry, oil
and gas, medical and other markets; (c) our inability to achieve the level of cost savings,
productivity improvements, synergies, growth or other benefits anticipated by management, including
those anticipated from strategic investments and the integration of acquired businesses, whether
due to significant increases in energy, raw materials or employee benefits costs, the possibility
of project cost overruns or unanticipated costs and expenses, or other factors; (d) volatility of
prices and availability of supply of the raw materials that are critical to the manufacture of our
products; (e) declines in the value of our defined benefit pension plan assets or unfavorable
changes in laws or regulations that govern pension plan funding; (f) significant legal proceedings
or investigations adverse to us; (g) other risk factors summarized in our Annual Report on Form
10-K for the year ended December 31, 2008, and in other reports filed with the Securities and
Exchange Commission. We assume no duty to update our forward-looking statements.
Building the Worlds Best Specialty Metals Company
Allegheny Technologies Incorporated is one of the largest and most diversified specialty metals
producers in the world with revenues of $5.3 billion during 2008. ATI has approximately 9,600
full-time employees world-wide who use innovative technologies to offer global markets a wide range
of specialty metals solutions. Our major markets are aerospace and defense, chemical process
industry/oil and gas, electrical energy, medical, automotive, food equipment and appliance, machine
and cutting tools, and construction and mining. Our products include titanium and titanium alloys,
nickel-based alloys and superalloys, grain-oriented electrical steel,
stainless and specialty steels, zirconium, hafnium, and niobium, tungsten materials, and forgings
and castings. The Allegheny Technologies website is www.alleghenytechnologies.com.