Item 8.01 Other Events.
Offering of Senior Notes
On March 8, 2021, Alcoa Corporation (the "Company") issued a press release
announcing a proposed offering (the "Offering") of senior notes (the "New
Notes") by Alcoa Nederland Holding B.V. (the "Issuer"), a wholly-owned
subsidiary of the Company. The Issuer intends to use the net proceeds of the
issuance of the New 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
outstanding 6.75% Senior Notes due 2024 (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.
The Issuer intends to issue a conditional notice of redemption to redeem all
$750 million aggregate principal amount outstanding of its 2024 Notes. The 2024
Notes would be redeemed on the 30th day following the date of the conditional
notice of redemption (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 would be conditioned upon the consummation, on or prior to
the Redemption Date, of the Offering on terms and conditions that are
satisfactory to the Issuer (the "Condition"). In the Issuer's discretion, the
Redemption Date may be delayed until such time as the Condition has been
satisfied (or waived by the Issuer in its sole discretion).
Sale of the Warrick Rolling Mill
As previously announced, on November 30, 2020, the Company entered into an
agreement to sell its rolling mill (the "Warrick Rolling Mill"), held by Alcoa
Warrick LLC, to Kaiser Aluminum Corporation for total consideration of
approximately $670 million, which includes $587 million in cash and the
assumption of $83 million in other postretirement benefit liabilities. The sale
is expected to close by the end of the first quarter of 2021 and is subject to
customary closing conditions. There can be no guarantee that the sale will be
completed. Filed herewith as Exhibit 99.2 are unaudited pro forma condensed
consolidated financial information based on the Company's historical
consolidated financial statements, as adjusted to give effect to the Company's
sale of the Warrick Rolling Mill. The Company is not yet required to file the
pro forma financial statements giving effect to the sale of the Warrick Rolling
Mill on a Current Report on Form 8-K as the sale has not yet been completed.
However, the Company is filing the unaudited pro forma condensed consolidated
financial information with this Current Report on Form 8-K at this time in
connection with the proposed Offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
number Description
99.1 Press Release of Alcoa Corporation dated March 8, 2021
99.2 Pro Forma Condensed Combined Financial Statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses