Alcoa Files 8-K on Material Definitive Agreement

TL;DR

**Alcoa just filed an 8-K for a material definitive agreement, signaling a big move, but details are still under wraps!**

AI Summary

Alcoa Corp filed an 8-K on February 26, 2024, reporting an "Entry into a Material Definitive Agreement" and "Financial Statements and Exhibits." The filing indicates a significant corporate event, though specific details of the agreement, such as parties involved or dollar amounts, are not disclosed in the provided text. The company's business address is 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania, 15212.

Why It Matters

This filing signals a potentially significant strategic or financial move by Alcoa, which could impact its operations, financial health, or market position, even though the specific details are not yet public.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement without disclosing details, creating uncertainty about its potential impact on the company.

Key Players & Entities

• Alcoa Corp (company) — Registrant
• February 26, 2024 (date) — Date of earliest event reported
• 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania, 15212-5858 (address) — Principal Executive Offices
• 412-315-2900 (phone_number) — Registrant's Telephone Number
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share AA New York Stock Exchang

Filing Documents

• dp207312_8k.htm (8-K) — 45KB
• dp207312_ex0201.htm (EX-2.1) — 99KB
• dp207312_ex0202.htm (EX-2.2) — 194KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-24-002771.txt ( ) — 559KB
• aa-20240226.xsd (EX-101.SCH) — 3KB
• aa-20240226_lab.xml (EX-101.LAB) — 33KB
• aa-20240226_pre.xml (EX-101.PRE) — 22KB
• dp207312_8k_htm.xml (XML) — 4KB

01. Entry into a Material

ITEM 1.01. Entry into a Material Definitive Agreement. Transaction Process and Exclusivity Deed On February 26, 2024 (AEDT), Alcoa Corporation ("Alcoa") entered into a Transaction Process and Exclusivity Deed (the "Transaction Process and Exclusivity Deed") with Alumina Limited ("Alumina") and AAC Investments Australia Pty Ltd, a wholly owned subsidiary of Alcoa ("Bidder"). Alumina owns 40% of Alcoa World Alumina and Chemicals ("AWAC"), a joint venture between Alcoa and Alumina, and Alcoa owns the remaining 60% of AWAC. Upon the terms and subject to the conditions set forth in the Transaction Process and Exclusivity Deed, Alcoa, Bidder and Alumina have agreed, during the Exclusivity Period (as defined below), to negotiate in good faith to seek to agree on a scheme implementation agreement ("SIA") as expeditiously as possible, for a transaction (the "Proposed Transaction") in which Bidder would acquire all of the shares of Alumina and each Alumina shareholder would receive 0.02854 CHESS Depositary Interests ("CDI") for each Alumina share (the "Offer Price"), with each CDI representing beneficial ownership in one share of common stock of Alcoa ("Alcoa Share"). Subject to the entry into an SIA, Alumina's independent non-executive directors, Managing Director and Chief Executive Officer have agreed to recommend the Proposed Transaction to Alumina's shareholders at the Offer Price, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Proposed Transaction is in the best interests of Alumina shareholders. During the period from the signing of the Transaction Process and Exclusivity Deed until the date that is 20 business days thereafter (the "Exclusivity Period"), Alumina agreed that Alumina and its representatives will not solicit any competing proposals and will notify Alcoa in the event that it receives any competing proposal. Upon closing of the Proposed Transaction (the "Closing"), two mu

01. Financial Statements and

ITEM 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Transaction Process and Exclusivity Deed, by and among Alumina Limited, AAC Investments Australia Pty Ltd and Alcoa Corporation, dated as of February 26, 2024 2.2 Share Sale Agreement, by and among Allan Gray Australia Pty Ltd, AAC Investments Australia Pty Ltd and Alcoa Corporation, dated as of February 26, 2024 104 Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document Forward-Looking This communication 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 "aims," "ambition," "anticipates," "believes," "could," "develop," "endeavors," "estimates," "expects," "forecasts," "goal," "intends," "may," "outlook," "potential," "plans," "projects," "reach," "seeks," "sees," "should," "strive," "targets," "will," "working," "would," or other words of similar meaning. All statements by Alcoa Corporation ("Alcoa") that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed transaction; the ability of the parties to negotiate, enter into and complete the proposed transaction; the expected benefits of the proposed transaction, the competitive ability and position following completion of the proposed transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and

SIGNATURES

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 thereunto duly authorized. ALCOA CORPORATION Date: February 26, 2024 By: /s/ Marissa P. Earnest Name: Marissa P. Earnest Title: Senior Vice President, Chief Governance Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR