8-K

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 8, 2021

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 8, 2021, Alcoa Corporation (the “Company”) issued a press release announcing the pricing of an 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 has 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 is 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).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit number	Description
99.1	Press Release of Alcoa Corporation dated March 8, 2021
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 8, 2021

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact	Media Contact
James Dwyer	Jim Beck
412-992-5450	412-315-2909
James.Dwyer@alcoa.com	Jim.Beck@alcoa.com

Alcoa Corporation Announces Pricing of Debt Offering

March 8, 2021—PITTSBURGH—Alcoa Corporation (NYSE:AA) (“Alcoa”) announced today that Alcoa Nederland Holding B.V. (the “issuer”), a wholly-owned subsidiary of Alcoa, has priced an offering of $500,000,000 aggregate principal amount of 4.125% senior notes due 2029 (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 24, 2021, subject to customary closing conditions.

The issuer intends to use the net proceeds from the issuance of the notes being offered, 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. As disclosed in more detail in a concurrent filing on Form 8-K, the issuer has 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 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 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 sell or a solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the notes or related guarantees will be made only by means of a private offering memorandum.

About Alcoa

Alcoa is a global industry leader in bauxite, alumina, and aluminum products, and is built on a foundation of strong values and operating excellence dating back 135 years to the world-changing discovery that made aluminum an affordable and vital part of modern life. Since developing the aluminum industry, and throughout our history, our talented Alcoans have followed on with breakthrough innovations and best practices that have led to efficiency, safety, sustainability, and stronger communities wherever we operate.

Forward-Looking Statements

This press release contains statements that relate to future events and expectations 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 “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements by Alcoa Corporation 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 Corporation 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 Corporation’s filings with the Securities and Exchange Commission. Alcoa Corporation 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.

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Document and Entity Information	Mar. 08, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001675149
Document Type	8-K
Document Period End Date	Mar. 08, 2021
Entity Registrant Name	ALCOA CORP
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