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): June 11, 2024
Alcoa Corporation
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
1-37816 |
81-1789115 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 201 Isabella Street, Suite 500 |
|
| Pittsburgh, Pennsylvania |
|
15212-5858 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (412) 315-2900
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.01 per share |
|
AA |
|
New York Stock Exchange |
Indicate by 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 provided pursuant
to Section 13(a) of the Exchange Act. ☐
On June
11, 2024, Alcoa Corporation issued a press release announcing an update on the status and expected timing for completion of the previously
announced acquisition of Alumina Limited. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements
that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the 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 statements
by Alcoa Corporation (“Alcoa”) that reflect expectations, assumptions or projections about the future, other 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 Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can
give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated
by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited
to: (1) the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction;
(2) the prohibition or delay of the consummation of the proposed transaction by a governmental entity; (3) the risk that the proposed
transaction may not be completed in the expected time frame or at all; (4) unexpected costs, charges or expenses resulting from the proposed
transaction; (5) uncertainty of the expected financial performance following completion of the proposed transaction; (6) failure to realize
the anticipated benefits of the proposed transaction; (7) the occurrence of any event that could give rise to termination of the proposed
transaction; (8) potential litigation in connection with the proposed transaction or other settlements or investigations that may affect
the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; (9)
the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (10) volatility and declines in aluminum
and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which
are linked to LME or other commodities; (11) the disruption of market-driven balancing of global aluminum supply and demand by non-market
forces; (12) competitive and complex conditions in global markets; (13) our ability to obtain, maintain, or renew permits or approvals
necessary for our mining operations; (14) rising energy costs and interruptions or uncertainty in energy supplies; (15) unfavorable changes
in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (16) our ability to
execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits
from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (17) our ability
to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (18) economic,
political, and social conditions, including the impact of trade policies and adverse industry publicity; (19) fluctuations in foreign
currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (20) changes in
tax laws or exposure to additional tax liabilities; (21) global competition within and beyond the aluminum industry; (22) our ability
to obtain or maintain adequate insurance coverage; (23) disruptions in the global economy caused by ongoing regional conflicts; (24) legal
proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (25) climate change,
climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions;
(26) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (27) claims,
costs and liabilities related to health, safety, and environmental laws, regulations, and other requirements, in the jurisdictions in
which we operate; (28) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous
substances or other damage; (29) our ability to fund capital expenditures; (30) deterioration in our credit profile or increases in interest
rates; (31) restrictions on our current and future operations due to our indebtedness; (32) our ability to continue to return capital
to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (33) cyber attacks, security breaches,
system failures, software or application vulnerabilities, or other cyber incidents; (34) labor market conditions,
union disputes and other employee relations issues; (35) a decline in the liability discount rate or lower-than-expected investment returns
on pension assets; and (36) the other risk factors discussed in Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 and other reports filed by Alcoa with the SEC. These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the proxy statement. Alcoa cautions readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements,
whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject
to the risks described above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy
and completeness of any of these forward-looking statements and none of the information contained herein should be regarded as a representation
that the forward-looking statements contained herein will be achieved.
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute
an offer to buy or sell or the solicitation of an offer to buy or sell any securities. This Current Report on Form 8-K relates to the
proposed transaction. On June 6, 2024, Alcoa filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”)
in connection with the proposed transaction. Other documents regarding the proposed transaction may be filed with the SEC. This Current
Report on Form 8-K is not a substitute for the Proxy Statement or any other document that Alcoa may file with the SEC and send to its
stockholders in connection with the proposed transaction. The issuance of the stock consideration in the proposed transaction will be
submitted to Alcoa’s stockholders for their consideration. The Proxy Statement contains important information about Alcoa, the proposed
transaction and related matters. Before making any voting decision, Alcoa’s stockholders should read all relevant documents filed
or to be filed with the SEC completely and in their entirety, including the Proxy Statement, as well as any amendments or supplements
to those documents, because they contain or will contain important information about Alcoa and the proposed transaction. Alcoa’s
stockholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Alcoa, free
of charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Alcoa with the SEC may
be obtained, without charge, by contacting Alcoa through its website at https://investors.alcoa.com/.
Participants in the Solicitation
Alcoa, its directors, executive officers and other
persons related to Alcoa may be deemed to be participants in the solicitation of proxies from Alcoa’s stockholders in connection
with the proposed transaction. Information about the directors and executive officers of Alcoa and their ownership of common stock of
Alcoa is set forth in the section entitled “Information about our Executive Officers” included in Alcoa’s annual
report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 21, 2024 (and which is available
at https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1675149/000095017024018069/aa-20231231.htm), in the section entitled
“Director Nominees” included in its proxy statement for its 2024 annual meeting of stockholders, which was filed with
the SEC on March 19, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1675149/000119312524071354/d207257ddef14a.htm),
and in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Interests
of Alcoa Executive Officers and Directors in the Transaction” included in the Proxy Statement, which was filed with the SEC
on June 6, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1675149/000119312524156116/d827161ddefm14a.htm). Additional
information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in other relevant materials to be filed with
the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described
in the preceding paragraph.
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: June 11, 2024 |
ALCOA CORPORATION |
|
| |
|
|
|
|
| |
By: |
/s/ Marissa P. Earnest |
|
| |
|
Name: |
Marissa P. Earnest |
|
| |
|
Title: |
Senior Vice President, Chief Governance Counsel and Secretary |
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Investor Contact: |
|
Media Contact: |
| Jim Dwyer |
|
Courtney Boone |
| James.Dwyer@alcoa.com |
|
Courtney.Boone@alcoa.com |
Alcoa Provides Update on Transaction
Milestones for Acquisition of Alumina Limited
Australian Court Proceedings Convene Alumina
Limited Shareholder Vote
Independent Expert Report Assesses Transaction
as Fair and Reasonable
PITTSBURGH – June 11, 2024 – Alcoa Corporation (NYSE:
AA or “Alcoa”) today announced that it has reached several key milestones in its acquisition of Alumina Limited (“Alumina”)
and expects the transaction to be completed on or about August 1, 2024, subject to the satisfaction of customary conditions.
The milestones include:
| · | Alcoa filed its definitive proxy statement with the Securities and Exchange
Commission on June 6, 2024, and scheduled the Special Meeting of Shareholders to vote on the transaction for July 16, 2024. |
| · | Alcoa received regulatory approvals from Brazil’s Administrative Council
for Economic Defense (CADE) for the acquisition on May 13, 2024; and the Australian Competition and Consumer Commission, which has indicated
it does not intend to conduct a public review of the transaction. |
| · | Alumina has registered its Scheme Booklet with the Australian Securities and
Investments Commission (ASIC), and the Scheme Booklet will be sent to Alumina shareholders following orders from the Federal Court of
Australia on June 7, 2024, to dispatch the Scheme Booklet and convene a shareholder meeting to conduct a vote. Alumina shareholders are
slated to vote on the acquisition July 18, 2024. The Court also has ordered that a second court hearing, should the Alumina shareholder
vote be successful, will take place on July 22, 2024, to approve the results of the shareholder vote. |
“I am very pleased with the progress our team is making to complete
this value-enhancing transaction with Alumina Limited,” said Alcoa President and CEO William F. (Bill) Oplinger. “Acquiring
Alumina Limited aligns with our long-term strategy to bolster our position as a leading pure play, upstream aluminum company globally.
We are looking forward to realizing the long-term benefits of the transaction to both companies’ shareholders, and broader stakeholders
and communities following the completion.”
The Court proceedings are part of the statutory process in Australia
and are required to convene the Alumina shareholders to vote on the acquisition.
An Independent Expert Report (IER) together with the Scheme Booklet
was publicly released on the ASX on June 11, 2024 (AEST) following registration of the Scheme Booklet with ASIC. The IER states that the
transaction is fair and reasonable and therefore is in the best interests of the Alumina shareholders, in the absence of a superior proposal.
The transaction remains subject to approval by both companies’
shareholders and receipt of approval from Australia’s Foreign Investment Review Board. The transaction is not conditional on due
diligence or financing.
Transaction Website
Associated materials regarding the transaction
are available on the investor relations section of Alcoa’s website at www.alcoa.com as well
as a transaction website at www.strongawacfuture.com.
Advisors
J.P. Morgan Securities LLC and UBS Investment Bank are acting as financial
advisors to Alcoa, and Ashurst and Davis Polk & Wardwell LLP are acting as its legal counsel.
About Alcoa Corporation
Alcoa (NYSE: AA) is a global industry leader in
bauxite, alumina and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach
that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into
Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have
developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability and stronger communities
wherever we operate.
Dissemination of Company Information
Alcoa intends to make future announcements regarding
company developments and financial performance through its website, www.alcoa.com, as well as through press releases, filings with the
Securities and Exchange Commission, conference calls and webcasts. The Company does not incorporate the information contained on, or accessible
through, its corporate website into this press release.
Forward-Looking Statements
This communication contains statements that relate to future
events and expectations and as such constitute forward-looking statements within the meaning of the 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 statements by Alcoa Corporation
(“Alcoa”) that reflect expectations, assumptions or projections about the future, other 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 Alcoa believes that the expectations reflected
in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be
attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due
to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (1) the non-satisfaction or
non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction; (2) the prohibition or
delay of the consummation of the proposed transaction by a governmental entity; (3) the risk that the proposed transaction may not
be completed in the expected time frame or at all; (4) unexpected costs, charges or expenses resulting from the proposed
transaction; (5) uncertainty of the expected financial performance following completion of the proposed transaction; (6) failure to
realize the anticipated benefits of the proposed transaction; (7) the occurrence of any event that could give rise to termination of
the proposed transaction; (8) potential litigation in connection with the proposed transaction or other settlements or
investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense,
indemnification and liability; (9) the impact of global economic conditions on the aluminum industry and aluminum end-use markets;
(10) volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or
significant changes in production costs which are linked to LME or other commodities; (11) the disruption of market-driven balancing
of global aluminum supply and demand by non-market forces; (12) competitive and complex conditions in global markets; (13) our
ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (14) rising energy costs and
interruptions or uncertainty in energy supplies; (15) unfavorable changes in the cost, quality, or availability of raw materials or
other key inputs, or by disruptions in the supply chain; (16) our ability to execute on our strategy to be a lower cost,
competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs,
initiatives relating to our portfolio, capital investments, and developing technologies; (17) our ability to integrate and achieve
intended results from joint ventures, other strategic alliances, and strategic business transactions; (18) economic, political, and
social conditions, including the impact of trade policies and adverse industry publicity; (19) fluctuations in foreign currency
exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (20) changes in tax
laws or exposure to additional tax liabilities; (21) global competition within and beyond the aluminum industry; (22) our ability to
obtain or maintain adequate insurance coverage; (23) disruptions in the global economy caused by ongoing regional conflicts; (24)
legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (25)
climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to
extreme weather conditions; (26) our ability to achieve our strategies or expectations relating to environmental, social, and
governance considerations; (27) claims, costs and liabilities related to health, safety, and environmental laws, regulations, and
other requirements, in the jurisdictions in which we operate; (28) liabilities resulting from impoundment structures, which could
impact the environment or cause exposure to hazardous substances or other damage; (29) our ability to fund capital expenditures;
(30) deterioration in our credit profile or increases in interest rates; (31) restrictions on our current and future operations due
to our indebtedness; (32) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or
the repurchase of our common stock; (33) cyber attacks, security breaches, system failures, software or application vulnerabilities,
or other cyber incidents; (34) labor market conditions, union disputes and other employee relations issues; (35) a decline in the
liability discount rate or lower-than-expected investment returns on pension assets; and (36) the other risk factors discussed in
Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by
Alcoa with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the
proxy statement. Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of
the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new
information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described
above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of
any of these forward-looking statements and none of the information contained herein should be regarded as a representation that the
forward-looking statements contained herein will be achieved.
Additional Information and Where to Find It
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the proposed transaction.
On June 6, 2024, Alcoa filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”) in connection
with the proposed transaction. Other documents regarding the proposed transaction may be filed with the SEC. This communication is not
a substitute for the Proxy Statement or any other document that Alcoa may file with the SEC and send to its stockholders in connection
with the proposed transaction. The issuance of the stock consideration in the proposed transaction will be submitted to Alcoa’s
stockholders for their consideration. The Proxy Statement contains important information about Alcoa, the proposed transaction and related
matters. Before making any voting decision, Alcoa’s stockholders should read all relevant documents filed or to be filed with the
SEC completely and in their entirety, including the Proxy Statement, as well as any amendments or supplements to those documents, because
they contain or will contain important information about Alcoa and the proposed transaction.
Alcoa’s stockholders will be able to obtain
a free copy of the Proxy Statement, as well as other filings containing information about Alcoa, free of charge, at the SEC’s website
(www.sec.gov). Copies of the Proxy Statement and other documents filed by Alcoa with the SEC
may be obtained, without charge, by contacting Alcoa through its website at https://investors.alcoa.com/.
Participants in the Solicitation
Alcoa, its directors, executive officers and
other persons related to Alcoa may be deemed to be participants in the solicitation of proxies from Alcoa’s stockholders in
connection with the proposed transaction. Information about the directors and executive officers of Alcoa and their ownership of
common stock of Alcoa is set forth in the section entitled “Information about our Executive Officers” included in
Alcoa’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 21,
2024 (and which is available at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1675149/000095017024018069/aa-20231231.htm), in the section entitled
“Director Nominees” included in its proxy statement for its 2024 annual meeting of stockholders, which was filed
with the SEC on March 19, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1675149/000119312524071354/d207257ddef14a.htm),
and in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and
“Interests of Alcoa Executive Officers and Directors in the Transaction” included in the Proxy Statement, which
was filed with the SEC on June 6, 2024 (and which is available at
https://www.sec.gov/Archives/edgar/data/1675149/000119312524156116/d827161ddefm14a.htm). Additional information regarding the
persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be included in other relevant materials to be filed with the SEC in
connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in
the preceding paragraph.
Additional Media Contacts
Australia
Citadel MAGNUS
Paul Ryan +61 409 296 511
pryan@citadelmagnus.com
United States
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Kaitlin Kikalo / Lyle Weston
Alcoa-jf@joelefrank.com
Grafico Azioni Alcoa (NYSE:AA)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Alcoa (NYSE:AA)
Storico
Da Nov 2023 a Nov 2024
