Alcoa (AA) Unit Plans Notes Offering

September 20, 2016 7:39 AM EDT

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Alcoa Inc. (NYSE: AA) announced a proposed offering of senior notes (the “Notes”) by Alcoa Nederland Holding B.V. (the “Issuer”), a wholly owned subsidiary of Alcoa Upstream Corporation (“Alcoa Corporation”), which is currently a wholly owned subsidiary of Alcoa.

The timing of pricing and terms of the Notes are subject to market conditions and other factors. The Issuer intends to use the proceeds from the proposed offering to make a payment to Alcoa to fund the transfer of certain assets from Alcoa to the Issuer in connection with Alcoa’s previously announced plan to separate into two stand-alone, publicly traded companies (the “separation”) and for general corporate purposes. The net proceeds from the proposed offering will be held in escrow until the completion of the separation and the satisfaction of certain other escrow release conditions. The Notes will initially be guaranteed on a senior unsecured basis by Alcoa Corporation and, following the separation, by Alcoa Corporation and certain of its subsidiaries.

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.



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