☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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 ☐

On August 31, 2021, Alcoa Nederland Holding B.V. (the “Issuer”), a wholly-owned subsidiary of Alcoa Corporation (the “Company”), provided notice of its election to redeem all of its outstanding 7.00% Notes due 2026 (the “ Notes”) in accordance with the terms of the Notes and the Indenture dated as of September 27, 2016, between the Issuer, the Company and The Bank of New York Mellon Trust Company, N.A. (as supplemented, modified or amended prior to the date hereof, the “Indenture”). The Notes will be redeemed on September 30, 2021 (the “Redemption Date”). As of August 31, 2021, the aggregate outstanding principal amount of the  Notes was $500,000,000. The Notes are guaranteed on a senior unsecured basis by the Company and its subsidiaries that are party to the Indenture.

The redemption price for the Notes shall be equal to 103.500% of the principal amount of the Notes, plus accrued and unpaid interest to but not including the Redemption Date. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

 

A copy of the Company’s press release announcing the planned redemption of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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 “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. 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 Corporation 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. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa Corporation’s filings with the Securities and Exchange Commission. Alcoa Corporation 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.

---