Current Report Filing (8-k)
July 02 2019 - 4:52PM
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): July 2, 2019 (June 26, 2019)
ALCOA CORPORATION
(Exact Name of Registrant as Specified in 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 (
see
General Instruction A.2. below):
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☐
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Written communication 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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☐
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Pre-commencement
communication 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
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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AA
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 provided 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 June 26, 2019, Alcoa Corporation (Alcoa or the Company) and Saudi Arabian Mining Company (Maaden) entered into a
Framework Agreement (the Framework Agreement) relating to the joint venture between the Company and Maaden. Pursuant to the Framework Agreement, the Company divested its 25.1% interest in Maaden Rolling Company
(MRC) to Maaden (the MRC Divestiture); MRC is one of the three entities that had comprised Alcoas joint venture with Maaden. The other two joint venture entities that continue between the Company and
Maaden following the MRC Divestiture are Maaden Bauxite and Alumina Company (MBAC) and Maaden Aluminium Company (MAC). Pursuant to the Framework Agreement and the MRC Divestiture: (i) Alcoa transferred
its 25.1% interest in MRC to Maaden and, as a result, Alcoa has no direct or indirect equity interest in MRC; (ii) Alcoas capital contribution to MRC in connection with the transaction totaling $100 million, along with
Maadens earlier capital contribution of $100 million, will be used to meet current MRC cash requirements, including paying certain amounts owed by MRC to MAC and Alcoa; (iii) Alcoa was released from all future obligations with
respect to the project financing associated with the establishment of MRC, including Alcoas sponsor support of approximately $295 million of MRCs debt and any future MRC cash requirements; (iv) Alcoa gave its consent for the
Public Investment Fund (PIF) loans to each of MBAC, MAC and MRC to be transferred from PIF to Maaden; and (v) Alcoa will not assert any consent or voting rights in connection with a future transfer to Maaden of the PIF
loan to MAC and MBAC; among other matters. The described transactions closed on June 27, 2019.
In connection with the foregoing, on June 26,
2019, the Company and Maaden entered into an Amendment and Restatement Deed (the Amendment) to the Aluminium Project Framework Shareholders Agreement. The Amendment provides for the MRC Divestiture and governs the joint
venture between the Company and Maaden with respect to the remaining two entities in the joint venture, MBAC and MAC. The Amendment: (i) fixes October 1, 2021 as the date after which Alcoa is permitted to sell all of its shares in
both MBAC and MAC collectively, for which Maaden has a right of first refusal; (ii) defines that, six months after October 1, 2021, Alcoas call option, and Maadens put option, relating to additional interests in the
joint venture, become exercisable; (iii) provides Alcoa with enhanced information and voting rights relating to the operation of the joint venture; and (iv) clarifies the timing and determination of the amount of dividend payments of
excess cash to the joint venture partners following required distributions to the commercial lenders of MBAC and MAC; among other matters.
The foregoing
descriptions of the Framework Agreement and the Amendment (collectively, the Agreements) are not complete and are qualified in their entirety by reference to the full text of the Agreements, which will be filed as exhibits to the
Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2019.
On June 26, 2019, the Company issued a press release announcing the execution of the Agreements and related actions. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The internet addresses in the press release attached as Exhibit 99.1 hereto are included only as inactive textual references
and are not intended to be active links to the information therein. Information contained on such websites or platforms, or that can be accessed therein, do not constitute a part of this report.
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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Date: July 2, 2019
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By:
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/s/ Jeffrey D. Heeter
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Jeffrey D. Heeter
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Executive Vice President, General Counsel and Secretary
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