Alcoa Corp Files 8-K: Material Agreements & Equity Sales

TL;DR

Alcoa filed an 8-K detailing new deals and stock sales.

AI Summary

Alcoa Corporation filed an 8-K on March 11, 2024, reporting on several events including the entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Pittsburgh, PA.

Why It Matters

This filing provides crucial updates on Alcoa's contractual obligations and equity transactions, which can impact its financial structure and investor relations.

Risk Assessment

Risk Level: medium — The filing mentions "unregistered sales of equity securities," which can sometimes indicate potential dilution or regulatory scrutiny.

Key Numbers

• 1-37816 — SEC File Number (Identifies Alcoa's filing with the SEC.)
• 81-1789115 — IRS Employer Identification No. (Alcoa's tax identification number.)

Key Players & Entities

• Alcoa Corporation (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Pittsburgh, Pennsylvania (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share AA New York Stock Exchang
• $22 million — a will be required to make a payment of $22 million to Alcoa if (1) the Deed is terminated
• $50 million — a will be required to make a payment of $50 million to Alumina if (1) any member of Alcoa's
• $20 million — a will be required to make a payment of $20 million to Alumina if the Deed is terminated by

Filing Documents

• dp208232_8k.htm (8-K) — 54KB
• dp208232_ex0201.htm (EX-2.1) — 1188KB
• dp208232_ex9901.htm (EX-99.1) — 29KB
• ex0201-logo.jpg (GRAPHIC) — 6KB
• seal.jpg (GRAPHIC) — 2KB
• seal2.jpg (GRAPHIC) — 2KB
• 0000950103-24-003684.txt ( ) — 1641KB
• aa-20240311.xsd (EX-101.SCH) — 3KB
• aa-20240311_lab.xml (EX-101.LAB) — 33KB
• aa-20240311_pre.xml (EX-101.PRE) — 22KB
• dp208232_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 11, 2024 (Eastern Daylight Time) / March 12, 2024 (Australian Eastern Daylight Time), Alcoa Corporation, a Delaware corporation (" Alcoa "), AAC Investments Australia 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Alcoa (" Alcoa Bidder "), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (" Alumina "), entered into a Scheme Implementation Deed (the " Deed "), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Alcoa Bidder will acquire all Alumina ordinary shares on issue and outstanding (the " Alumina Shares ") pursuant to a court-approved scheme of arrangement under Part 5.1 of Australia's Corporations Act 2001 (Cth) (" Corporations Act ") (the " Scheme " and such acquisition, the " Transaction "). Under the Deed, at the time of implementation of the Scheme, all Alumina Shares issued and outstanding as of the Record Date (as defined in the Deed) will be transferred to Alcoa Bidder, and the holders of such Alumina Shares (" Scheme Participants ") will have the right to receive, for each such Alumina Share, 0.02854 CHESS Depositary Interests (" CDIs "), each representing an ownership interest in a share of Alcoa common stock (the " New Alcoa CDIs ") (except that, where a Scheme Participant resides in certain jurisdictions (each, an " Ineligible Foreign Shareholder "), such Ineligible Foreign Shareholder will receive the net proceeds of the sale by a sale nominee of shares of Alcoa common stock on its behalf (" Sale Nominee Alcoa Shares ") that such Ineligible Foreign Shareholder would otherwise be entitled to receive in the form of New Alcoa CDIs). Conditions to the Transaction The respective obligations of Alumina and Alcoa to consummate the Transaction are subject to the satisfaction or waiver (if applicable) of a number of custo

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated herein by reference. The New Alcoa Shares to be issued pursuant to the Scheme will be exempt from the registration requirements of the Securities Act under Section 3(a)(10) thereof.

01

Item 8.01 Other Events. On March 11, 2024, Alcoa issued a press release announcing the entry into the Deed. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Scheme Implementation Deed, dated as of March 12, 2024, by and among Alcoa Corporation, AAC Investments Australia 2 Pty Ltd, and Alumina Limited.* 99.1 Press Release issued by Alcoa Corporation, dated March 11, 2024. 104 Cover Page Interactive Data File, formatted in inline XBRL. * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alcoa agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains 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 than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed transaction; the ability of the parties to 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 business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa's perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances. 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

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 hereunto duly authorized. Date: March 12, 2024 ALCOA CORPORATION 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