Alcoa Corporation Announces Proposed Debt Offering
March 08 2021 - 7:30AM
Business Wire
Alcoa Corporation (NYSE:AA) (“Alcoa”) announced today a proposed
offering of $500,000,000 aggregate principal amount of senior notes
(the “notes”) by Alcoa Nederland Holding B.V. (the “issuer”), a
wholly-owned subsidiary of Alcoa. The notes will be guaranteed on a
senior unsecured basis by Alcoa and certain of its
subsidiaries.
The timing of pricing and terms of the notes are subject to
market conditions and other factors. 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 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 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, and include
statements with respect to the proposed debt offering and
conditional redemption of the 2024 Notes. 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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version on businesswire.com: https://www.businesswire.com/news/home/20210308005457/en/
Investor Contact James Dwyer 412-992-5450
James.Dwyer@alcoa.com
Media Contact Jim Beck 412-315-2909 Jim.Beck@alcoa.com
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