On March 7, 2024, Alcoa Corporation (the “Company”) announced the pricing of an offering (the “Offering”) of $750,000,000 aggregate principal amount of 7.125% senior notes due 2031 (the “notes”) by Alcoa Nederland Holding B.V., a wholly-owned subsidiary of the Company. The notes will be guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries (the “guarantees”). The sale of the notes is expected to be completed on March 21, 2024, subject to customary closing conditions.
We intend to allocate an amount equivalent to the net proceeds of the issuance of the notes to finance and/or refinance, in whole or in part, new and/or existing projects that meet certain eligibility criteria in alignment with the International Capital Market Association’s 2021 Green Bond Principles. The net proceeds will support the Company’s cash position and ongoing cash needs, including with respect to its previously announced portfolio actions, following reductions to date in the Company’s cash and cash equivalents as further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
The notes and the guarantees will be sold in a private placement to persons reasonably believed to be 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 the 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.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate to future events and expectations, including those relating to whether the sale of the notes is completed and the intended use of proceeds from the issuance of the notes, 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 “aim,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “projects,” “reach,” “seeks,” “sees,” “should,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by the Company 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 the Company 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 the Company’s filings with the Securities and Exchange Commission. The Company 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.
