Alcoa (AA) Announces Proposed $1B Debt Offering

Alcoa Corporation (NYSE: AA) announced today a proposed offering of $1,000,000,000 aggregate principal amount of senior notes (the “notes”) by Alumina Pty Ltd (ABN 85 004 820 419) (the “Issuer”), a wholly-owned subsidiary of Alcoa. The notes will be guaranteed on a senior unsecured basis by Alcoa and certain of its subsidiaries. The timing of pricing and terms of the notes are subject to market conditions and other factors.

The Issuer intends to deploy the funds within the Alcoa group, including funding contributions to Alcoa Nederland Holding B.V. (“ANHBV”), a wholly-owned subsidiary of Alcoa and the issuer of the outstanding $750 million aggregate principal amount of 5.500% Notes due 2027 (the “Existing 2027 Notes”) and $500 million aggregate principal amount of 6.125% Notes due 2028 (the “Existing 2028 Notes”). These contributions will be funded through a series of intercompany transactions, including the repayment of intercompany indebtedness and the issuance of intercompany dividends. ANHBV intends to use any such funds, along with cash on hand, to fund the purchase price pursuant to the cash tender offers (the “Tender Offers”) also announced today for any and all of the Existing 2027 Notes and up to $250 million of the Existing 2028 Notes to the extent tendered and accepted by ANHBV for purchase in the Tender Offers and to pay related transaction fees, including applicable premiums and expenses. If there are any net proceeds remaining from the offering, including if the Tender Offers are not consummated, Alcoa intends to use such funds for general corporate purposes, which may include the redemption by ANHBV of the Existing 2027 Notes and Existing 2028 Notes. The offering is not conditioned upon the consummation of the Tender Offers.

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 buy or sell or a solicitation of an offer to buy or sell the notes and related guarantees, the Existing 2027 Notes, the Existing 2028 Notes or any other security and there will be no offer, solicitation, purchase or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation, purchase or sale would be unlawful. Any offers of the notes and related guarantees will be made only by means of a private offering memorandum. The Tender Offers are being made only by means of the relevant offer to purchase and notice of guaranteed delivery, as applicable.

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