Alcoa Announces Proposed $2.6B Senior Notes Offering to Fund South32 AliGroup Acquisition

Overview of Filing

On September 9, 2026, Alcoa Corporation filed a Form 425 communication (structured as a Form 8-K report under Items 7.01, 8.01, and 9.01) relating to its pending acquisition of South32 Limited's interests in certain bauxite, alumina, and aluminum smelter operations (AliGroup).

Key Highlights

1. $2.6 Billion Senior Notes Offering:
   • Wholly-owned subsidiaries Alumina Pty Ltd (issuing 2034 Notes) and Alcoa Nederland Holding B.V. (issuing 2036 Notes) announced a private offering of $2.6 billion aggregate principal amount of senior notes under Rule 144A and Regulation S.
2. Use of Proceeds & Acquisition Funding:
   • Proceeds from the notes, together with cash on hand, will fund the ~$3.1 billion cash portion of the consideration for the AliGroup acquisition and pay related fees and expenses.
   • Permanent bond financing replaces commitments under the previously arranged 364-day bridge term loan facility.
3. Pro Forma Financial Information Updates:
   • Updated unaudited pro forma condensed combined financial statements reflect the downsized $2.6 billion bond issuance (previously modeled at $3.1 billion) supplemented by cash on hand, alongside updated market pricing of Alcoa common stock.
4. Conditions to Close:
   • The acquisition remains subject to approval by South32 shareholders, regulatory approvals, and customary closing conditions.