Alcoa Seeks 1-for-3 Reverse Stock Split

NEW YORK — Alcoa Inc. (AA) said it plans to undertake a reverse stock split of Alcoa’s common stock at a ratio of 1 for 3 and a proportionate reduction in the number of authorized shares of its common stock. The reverse stock split will reduce the number of Alcoa shares of common stock outstanding and is expected to increase the per share trading price of the common stock, which may improve liquidity and facilitate its trading. Shares closed Wednesday at $10.74, up 0.07.

The company is attempting this year to split into two separate companies called Alcoa and Arconic.

Alcoa will hold a special shareholder meeting on October 5, 2016 to seek approval of the reverse stock split and authorized share count reduction. Approval of both requires the affirmative vote of a majority of votes cast by shareholders entitled to vote. Alcoa has filed a preliminary proxy statement regarding the special meeting with the U.S. Securities and Exchange Commission.

When the reverse stock split becomes effective, every three shares of Alcoa common stock will automatically be converted into one share of common stock. Alcoa does not anticipate issuing fractional shares as a result of the reverse stock split: shareholders entitled to receive fractional share(s) as a result of the reverse stock split will receive cash payments in lieu of such shares. If the reverse stock split is approved and implemented, the number of authorized shares of common stock of Alcoa would decrease from the current amount of 1,800,000,000 to 600,000,000.

The reverse stock split will not change the proportionate equity interests or voting rights of holders of common stock, subject to the treatment of fractional shares.

Holders of record of Alcoa common stock as of the close of business on August 3, 2016 will be entitled to notice of and to vote at the special meeting.

Alcoa intends to effect the reverse stock split and authorized share count reduction prior to the previously announced separation of the company. The reverse stock split is subject to market and other customary conditions, including shareholder approval. However, there are no assurances that the reverse stock split and authorized share count reduction will be completed, that it will result in an increased per share price or achieve its other intended effects. Alcoa reserves the right, at its discretion, to abandon the reverse stock split and authorized share count reduction at any time prior to filing the applicable articles of amendment in the Pennsylvania Department of State.