Alcoa Corp false 0001675149 0001675149 2025-03-03 2025-03-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2025

 

 

ALCOA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-37816   81-1789115
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

201 Isabella Street, Suite 500

Pittsburgh, Pennsylvania

  15212-5858
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 412-315-2900

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   AA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01

Other Events.

On March 3, 2025, Alcoa Corporation (the “Company”) issued a press release announcing the pricing of an offering of $1,000,000,000 aggregate principal amount of senior notes by Alumina Pty Ltd (ABN 85 004 820 419), a wholly-owned subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

number

  

Description

99.1    Press Release of Alcoa Corporation dated March 3, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ALCOA CORPORATION
By:  

/s/ Marissa P. Earnest

  Marissa P. Earnest
  Senior Vice President, Chief
  Governance Counsel and Secretary

Date: March 3, 2025

Exhibit 99.1

 

      LOGO

FOR IMMEDIATE RELEASE

 

Investor Contact    Media Contact
Yolande Doctor    Courtney Boone
412-992-5450    412-527-9792
Yolande.B.Doctor@alcoa.com    Courtney.Boone@alcoa.com

Alcoa Corporation Announces Pricing of Debt Offering

March 3, 2025—PITTSBURGHAlcoa Corporation (NYSE:AA; ASX: AAI) (“Alcoa”) announced today that Alumina Pty Ltd (ABN 85 004 820 419) (the “Issuer”), a wholly-owned subsidiary of Alcoa, has priced an offering of $1,000,000,000 aggregate principal amount of senior notes (the “notes”). The notes will be guaranteed on a senior unsecured basis by Alcoa and certain of its subsidiaries. The sale of the notes is expected to be completed on March 17, 2025, subject to customary closing conditions.

The Issuer intends to deploy the funds within the Alcoa group, including funding contributions to Alcoa Nederland Holding B.V. (“ANHBV”), a wholly-owned subsidiary of Alcoa and the issuer of the outstanding $750 million aggregate principal amount of 5.500% Notes due 2027 (the “Existing 2027 Notes”) and $500 million aggregate principal amount of 6.125% Notes due 2028 (the “Existing 2028 Notes”). These contributions will be funded through a series of intercompany transactions, including the repayment of intercompany indebtedness and the issuance of intercompany dividends. ANHBV intends to use any such funds, along with cash on hand, to fund the purchase price pursuant to the cash tender offers (the “Tender Offers”) announced on March 3, 2025 for any and all of the Existing 2027 Notes and up to $250 million of the Existing 2028 Notes to the extent tendered and accepted by ANHBV for purchase in the Tender Offers and to pay related transaction fees, including applicable premiums and expenses. If there are any net proceeds remaining from this offering, including if the Tender Offers are not consummated, Alcoa intends to use such funds for general corporate purposes, which may include the redemption by ANHBV of the Existing 2027 Notes and Existing 2028 Notes. The offering is not conditioned upon the consummation of the Tender Offers.

The notes and related guarantees will be sold in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-United States persons in offshore transactions in accordance with Regulation S under the Securities Act. The notes and related guarantees offering have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.


This press release does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell the notes and related guarantees, the Existing 2027 Notes, the Existing 2028 Notes or any other security and there will be no offer, solicitation, purchase or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation, purchase or sale would be unlawful. Any offers of the notes and related guarantees will be made only by means of a private offering memorandum. The Tender Offers are being made only by means of the relevant offer to purchase and notice of guaranteed delivery, as applicable.

About Alcoa

Alcoa is a global industry leader in bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. Our purpose is to turn raw potential into real progress, underpinned by Alcoa Values that encompass integrity, operating excellence, care for people and courageous leadership. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to improved safety, sustainability, efficiency, and stronger communities wherever we operate.

Forward-Looking Statements

This press release contains statements that relate to future events and expectations, including those relating to the proposed notes offering, the intended use of the net proceeds from the issuance of the notes and the Tender Offers, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa’s filings with the Securities and Exchange Commission. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

 

2

v3.25.0.1
Document and Entity Information
Mar. 03, 2025
Cover [Abstract]  
Entity Registrant Name Alcoa Corp
Amendment Flag false
Entity Central Index Key 0001675149
Document Type 8-K
Document Period End Date Mar. 03, 2025
Entity Incorporation State Country Code DE
Entity File Number 1-37816
Entity Tax Identification Number 81-1789115
Entity Address, Address Line One 201 Isabella Street
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Pittsburgh
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15212-5858
City Area Code 412
Local Phone Number 315-2900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol AA
Security Exchange Name NYSE
Entity Emerging Growth Company false

Alcoa (NYSE:AA)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more Alcoa Charts.
Alcoa (NYSE:AA)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more Alcoa Charts.