UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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.
| 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 |
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) | |
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 24, 2021