Current Report Filing (8-k)
May 17 2018 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2018
ALCOA CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-37816
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81-1789115
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania
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15212-5858
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(Address of principal executive offices)
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(Zip Code)
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412-315-2900
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by a check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 17, 2018, Alcoa Nederland Holding B.V. (the
Issuer), a wholly-owned subsidiary of Alcoa Corporation (the Company), completed an offering of $500,000,000 aggregate principal amount of 6.125% senior notes due 2028 (the notes). The notes were issued pursuant
to an indenture dated as of May 17, 2018 (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, National
Association, 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 Issuers and each guarantors 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 Companys 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 Issuers option, in whole or in part, at any time and from time to time on and after May 15, 2023, at the
applicable redemption prices set forth in the Indenture. At any time prior to such dates, 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 May 15, 2021, 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 being offered for general corporate purposes, including to make mandatory or
discretionary contributions to the Companys U.S. pension and other postretirement benefit plans.
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.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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On May 17, 2018, the Company issued a press release announcing the
closing of the previously announced offering of senior notes by the Issuer. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current Report on Form
8-K
is being furnished, not filed, in accordance with the
provisions of General Instruction B.2 of Form
8-K. The
furnishing of this information in Item 7.01 of Form
8-K
will not be deemed an admission that such information
is material information that is not otherwise publicly available.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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4.1
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Indenture, dated May
17, 2018, among Alcoa Nederland Holding B.V., Alcoa Corporation, certain subsidiaries of Alcoa Corporation, and The Bank of New York Mellon Trust Company, National Association, as trustee
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99.1
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Press release of Alcoa Corporation, dated May 17, 2018
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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.
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ALCOA CORPORATION
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By:
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/s/ Renato Bacchi
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Renato Bacchi
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Vice President and Treasurer
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Date: May 17, 2018
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