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Alcoa Corporation Announces Pricing of Debt Offering to Finance Cash Consideration for Acquisition of South32’s Bauxite, Alumina and Aluminum Assets
- AA
- S32.AX
PITTSBURGH, September 09, 2026–(BUSINESS WIRE)–Alcoa Corporation (NYSE: AA; ASX: AAI) (“Alcoa”) announced today the pricing of the previously announced offering of $2,600,000,000 aggregate principal amount of senior notes (the “notes”), consisting of $1,500,000,000 aggregate principal amount of 6.625% Senior Notes due 2034 to be issued by Alumina Pty Ltd (ABN 85 004 820 419) (“Alumina”) and $1,100,000,000 aggregate principal amount of 6.875% Senior Notes due 2036 to be issued by Alcoa Nederland Holding B.V. (together with Alumina, the “Issuers”). Each of the Issuers is a wholly-owned subsidiary of Alcoa. The notes will be guaranteed on a senior unsecured basis by Alcoa and certain of its subsidiaries. The sale of the notes is expected to be completed on September 23, 2026, subject to customary closing conditions.
The Issuers intend to use the net proceeds of the issuance of the notes, together with cash on hand, to fund the approximately $3.1 billion cash portion of the consideration for the previously announced proposed acquisition (the “Acquisition”) by Alcoa of South32 Limited’s (ASX: S32, LSE: S32.L, JSE: S32) (“South32”) interests in certain bauxite, alumina and aluminum smelter operations and to pay related fees and expenses.
Together with cash on hand, the proceeds of the issuance of the notes are intended to provide permanent financing for the Acquisition. Alcoa expects to terminate any remaining outstanding commitments in respect of the senior unsecured 364-day bridge term loan credit facility entered into in connection with the Acquisition upon the completion of the offering. Completion of the Acquisition is subject to the satisfaction or waiver (if applicable) of certain conditions, including approval of South32’s shareholders, receipt of required regulatory approvals and other customary closing conditions.
The notes and related guarantees will be sold in a private placement to persons reasonably believed to be 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.
