Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2021, Alcoa Nederland Holding B.V. (the "Issuer"), a wholly-owned
subsidiary of Alcoa Corporation (the "Company"), completed an offering (the
"Offering") of $500,000,000 aggregate principal amount of 4.125% senior notes
due 2029 (the "notes"). The notes were issued pursuant to an indenture dated as
of March 24, 2021 (the "Indenture") among (i) the Issuer, (ii) the Company,
(iii) certain subsidiaries of the Company, and (iv) The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Trustee"). The notes are guaranteed on a
senior unsecured basis by the Company and its subsidiaries that are party to the
Indenture.
The Indenture contains certain restrictive covenants that limit the Issuer's and
each guarantor's ability to, among other things, create liens on certain assets;
consolidate, merge, sell or otherwise dispose of all or substantially all of
their assets; take any actions that would reduce the Company's ownership of AWAC
(as defined in the Indenture) below an agreed level; and enter into certain sale
and leaseback transactions. These covenants are subject to a number of
limitations and exceptions. The Indenture also contains customary events of
default.
The notes may be redeemed at the Issuer's option, in whole or in part, at any
time and from time to time on and after March 31, 2024, at the applicable
redemption prices set forth in the Indenture. At any time prior to such date,
the Issuer will be entitled at its option to redeem all, but not less than all,
of the notes at a "make-whole" redemption price set forth in the Indenture.
Additionally, at any time prior to March 31, 2024, the Issuer may, on one or
more occasions, redeem up to 40% of the aggregate principal amount of the notes
at the applicable redemption prices set forth in the Indenture with the net cash
proceeds of certain equity offerings. The notes may also be redeemed at the
option of the Issuer at any time in connection with certain changes in
withholding taxes. If a change of control repurchase event occurs, each holder
will have the right to require that the Issuer repurchase the notes at a
purchase price in cash equal to 101% of the principal amount thereof on the date
of purchase, plus accrued and unpaid interest.
The Issuer intends to use the net proceeds of the issuance of the notes,
together with cash on hand, to contribute approximately $500 million to
affiliate U.S. defined benefit pension plans applicable to salaried and hourly
employees and to redeem in full its outstanding 6.75% Senior Notes due 2024 (the
"2024 Notes"), and pay transaction-related fees and expenses.
The foregoing description of the Indenture is not complete and is subject to,
and qualified in its entirety by reference to, the full text of the Indenture,
which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference
into this Item 2.03.
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Item 8.01 Other Events.
On March 24, 2021, the Company issued a press release announcing the closing of
the Offering. The Issuer intends to use the net proceeds of the issuance of the
notes, together with cash on hand, to contribute approximately $500 million to
affiliate U.S. defined benefit pension plans applicable to salaried and hourly
employees and to redeem in full the 2024 Notes, and pay transaction-related fees
and expenses. A copy of the press release is attached hereto as Exhibit 99.1,
and is incorporated by reference into this Item 8.01.
As previously disclosed, on March 8, 2021, the Issuer issued a conditional
notice of redemption to redeem all $750 million aggregate principal amount
outstanding of its 2024 Notes. The 2024 Notes will be redeemed on April 7, 2021
(the "Redemption Date") at a redemption price equal to 103.375% of the principal
amount of the 2024 Notes, plus accrued and unpaid interest to but not including
the Redemption Date. The Issuer's obligation to redeem the 2024 Notes was
conditioned upon the consummation, on or prior to the Redemption Date, of the
Offering on terms and conditions that are satisfactory to the Issuer, which
condition was satisfied on March 24, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
number Description
4.1 Indenture, dated as of March 24, 2021, among Alcoa Nederland Holding
B.V., Alcoa Corporation, certain subsidiaries of Alcoa Corporation,
and The Bank of New York Mellon Trust Company, N.A., as trustee
99.1 Press Release of Alcoa Corporation dated March 24, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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ALCOA CORPORATION 
