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, 2026 (June 30, 2026)
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
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):
| ☒ | 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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 30, 2026, Alcoa Corporation (“Alcoa”, or the “Company”) entered into an Umbrella Implementation
Deed, (the “Deed”), dated as of June 30, 2026, to acquire South32 Limited’s (“South32”) interests
in bauxite mine, alumina refinery and aluminum smelter operations (the “Sale Businesses”). Pursuant to the Deed, and
subject to the terms and conditions set forth therein, certain subsidiaries of Alcoa will purchase from certain subsidiaries of South32
all of South32’s interests in the Sale Businesses (the “Transaction”).
The aggregate upfront consideration consists of $3.1 billion in cash
(subject to certain adjustments) and approximately 17 million shares of Alcoa common stock (which may, in part, be delivered in the form
of Alcoa CHESS Depositary Interests (“CDIs”)) with an agreed value as of the execution of the Deed of approximately
$1 billion (based on the 10-day volume weighted average price as of June 26, 2026 of $58.79 per share) and representing approximately
6% ownership of Alcoa’s outstanding shares post issuance (the “Share Consideration”). At least half of the Share
Consideration will be distributed directly to South32’s shareholders via an in-specie distribution and the remaining Share Consideration
will be salable by South32 in an orderly manner.
Under the Deed, Alcoa has also agreed to pay South32 up to an
aggregate $750 million in cash contingent on average alumina and aluminum prices exceeding the respective agreed strike prices for
each of four successive, annual periods, commencing on July 1, 2026 (the “Contingent Value Right”). Subject to
the applicable terms and conditions set forth in the Deed, all, some or none of the Contingent Value Right may be paid at the end of
each of the four annual periods and will expire at the end of the fourth annual period.
Closing of the Transaction is subject to the satisfaction or waiver
(if applicable) of certain conditions, including approval by South32’s shareholders of the Transaction, receipt of certain required
regulatory approvals and other customary closing conditions. The Transaction is expected to close in the first half of 2027.
The Deed contains customary representations and warranties, covenants
and indemnification obligations for transactions of this nature. In addition, the Deed provides that, (i) South32 will be required to
make a payment of $41 million or $82 million, as applicable, to Alcoa if the Deed is terminated under certain specified circumstances,
including due to failure to receive South32’s shareholder approval, in connection with receipt and acceptance of an unsolicited
superior proposal or failure to receive certain regulatory approvals, and (ii) Alcoa will be required to make a payment of $82 million
to South32 if the Deed is terminated under certain specified circumstances, including due to failure to receive certain regulatory approvals.
The foregoing description of the Transaction and the Deed does not
purport to be complete and is qualified in its entirety by reference to the full text of the Deed, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K, and is incorporated herein by reference. A copy of the Deed has been included to provide investors with information
regarding its terms and is not intended to provide any factual information about Alcoa or South32.
The Deed contains representations, warranties, covenants and agreements,
which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Deed reflect
negotiations between the parties to the Deed and are not intended as statements of fact to be relied upon by Alcoa’s or South32’s
stockholders or any other person. In particular, the representations, warranties, covenants and agreements in the Deed may be subject
to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between
the parties in connection with the negotiation of the Deed, and having been made for purposes of allocating risk among the parties rather
than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may
be viewed as material by investors. As such, the representations and warranties in the Deed may not describe the actual state of affairs
at the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Deed, and unless required by applicable law,
Alcoa undertakes no obligation to update such information.
Debt Financing
Alcoa has also secured fully committed financing for the Transaction
as further described under Item 8.01 below.
Debt Financing
In connection with entering into the Deed, on June 30, 2026, Alcoa
entered into a commitment letter (the “Bridge Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment
Party”), pursuant to which the Commitment Party has agreed, subject to the terms and conditions set forth therein, to provide
Alcoa with certain committed financing in order to fund all or a portion of the cash consideration payable at the closing of the Transaction
pursuant to the Deed and to pay related fees and expenses.
The Bridge Commitment Letter provides for a senior unsecured 364-day
bridge term loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $3.1 billion. The
Bridge Facility is intended to be available to Alcoa to finance, together with other sources of funds, the acquisition and related fees
and expenses in connection with the Transaction, in the event that Alcoa has not obtained the Permanent Financing (as defined below) on
or prior to the closing of the Transaction. The Bridge Facility is subject to customary conditions precedent to funding, including the
consummation of the Transaction materially in accordance with the terms of the Deed and other customary funding conditions for facilities
of this type. The Bridge Facility contains customary representations, warranties, covenants and indemnification provisions for transactions
of this nature.
The Bridge Commitment Letter also contemplates that Alcoa will seek
to obtain permanent financing in the form of senior unsecured debt securities in a public or private offering prior to the closing of
the Transaction (collectively, the “Permanent Financing”). Commitments under the Bridge Facility will be reduced by
the amount of any Permanent Financing as well as the proceeds of certain asset sales and certain other events. The receipt of financing
by Alcoa is not a condition to Alcoa’s obligation to consummate the Transaction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
Number |
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Description |
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| 2.1*† |
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Umbrella Implementation Deed, dated as of June 30, 2026, by and among, inter alios, Alcoa Corporation and South32 Limited |
| |
|
| 104 |
|
Cover Page Interactive Data File, formatted in inline XBRL. |
| * |
Certain schedules and exhibits
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Alcoa agrees to furnish supplementally to the U.S. Securities and
Exchange Commission (the “SEC”) a copy of any omitted schedule or exhibit upon request. |
| † |
Portions of this exhibit have been redacted pursuant to Item 601(b)(2)
of Regulation S-K. Alcoa agrees to furnish supplementally to the SEC an unredacted copy of the exhibit upon request. |
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 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 on the expected timeline or at all considering the closing conditions; the expected benefits of the proposed Transaction,
including the anticipated synergies and earnings per share and free cash flow accretion; the competitive ability and position following
completion of the proposed Transaction; the ability to complete any proposed debt financing in connection with 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 (including related to production
and shipments); 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: (a) the non-satisfaction
or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed Transaction; (b) the prohibition or delay
of the consummation of the proposed Transaction by a governmental entity; (c) the risk that the proposed Transaction may not be completed
in the expected time frame or at all; (d) unexpected costs, charges or expenses resulting from the proposed Transaction; (e) uncertainty
of the expected financial performance following completion of the proposed Transaction; (f) uncertainty of any contingent payment required
to be made in connection with the proposed Transaction following completion; (g) failure to realize the anticipated benefits of the proposed
Transaction; (h) the occurrence of any event that could give rise to termination of the proposed Transaction; (i) 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; (j) the impact of global economic conditions on
the aluminum industry and aluminum end-use markets; (k) 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 the London Metal Exchange
(LME) or other commodities; (l) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (m)
competitive and complex conditions in global markets; (n) our ability to obtain, maintain, or renew permits or approvals necessary for
our mining operations; (o) rising energy costs and interruptions or uncertainty in energy supplies; (p) unfavorable changes in the cost,
quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (q) economic, political, and social
conditions, including the impact
of trade policies, tariffs, and adverse
industry publicity; (r) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations,
or policies; (s) changes in tax laws or exposure to additional tax liabilities; (t) climate change, climate change legislation or regulations,
and efforts to reduce emissions and build operational resilience to extreme weather conditions; (u) disruptions in the global economy
caused by ongoing regional conflicts and wars; (v) fluctuations in foreign currency exchange rates and interest rates, inflation and
other economic factors in the countries in which we operate; (w) global competition within and beyond the aluminum industry; (x) our
ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (y) claims, costs,
and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we
operate; (z) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances
or other damage; (aa) dilution of the ownership position of the Company’s stockholders (including as a result of the proposed Transaction),
price volatility, and other impacts on the price of Alcoa common stock by the secondary listing of the Alcoa common stock on the Australian
Securities Exchange; (bb) our ability to obtain or maintain adequate insurance coverage; (cc) our ability to execute on our strategy
to reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives
relating to our portfolio, capital investments, and developing technologies; (dd) our ability to integrate and achieve intended results
from joint ventures, other strategic alliances, and strategic business transactions; (ee) significant declines in the market value of
our marketable securities; (ff) our ability to fund capital expenditures; (gg) deterioration in our credit profile or increases in interest
rates; (hh) impacts on our current and future operations due to our indebtedness and our ability to reduce indebtedness; (ii) our ability
to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (jj)
cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (kk) labor market
conditions, union disputes and other employee relations issues; and (ll) the other risk factors discussed in Alcoa’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by Alcoa with the Securities and Exchange Commission
(“SEC”). Certain illustrative pro forma information included in certain investor materials may differ materially from pro
forma information included in SEC filings, including the Registration Statement (as defined below). Alcoa cautions readers not to place
undue reliance upon any such forward-looking statements, which speak only as of the date they are made. These risks, as well as other
risks associated with the proposed Transaction, will be more fully discussed in the Registration Statement. 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. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking
statements.
No Offer or Solicitation
This Current Report on Form 8-K is for
informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Additional Information and Where
to Find It
This Current Report on Form 8-K relates
to the proposed Transaction. In connection with the proposed Transaction, Alcoa plans to file with the SEC relevant materials, including
a registration statement on Form S-4 that will include a prospectus of Alcoa (including documents incorporated by reference therein,
the “Registration Statement”). This Current Report on Form 8-K is not a substitute for the Registration Statement or any
other document that Alcoa may file with the SEC in connection with the proposed Transaction. Before making any investment decision, Alcoa’s
investors and stockholders are urged to read the Registration Statement and all relevant documents filed or to be filed with the SEC,
as well as any amendments or supplements to those documents, when they become available, because they will contain important information
about Alcoa and the proposed Transaction.
Alcoa’s investors and stockholders
will be able to obtain a free copy of the Registration Statement, as well as other filings containing information about Alcoa, free of
charge, at the SEC’s website (www.sec.gov). Copies of the Registration 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/.
The internet addresses in this Current
Report on Form 8-K 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 Current Report
on Form 8-K.
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: July 2, 2026 |
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ALCOA CORPORATION |
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By: |
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/s/ Andrew Hastings |
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Name: Andrew Hastings
Title: Executive Vice President
and General Counsel |
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