UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2021 (
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On March 31, 2021, Alcoa Corporation (the “Company”) completed its disposition (the “Transaction”) of Alcoa Warrick LLC and certain assets comprising the aluminum casting and rolling mill facility located in Warrick County, Indiana (the “Rolling Mill”) to Kaiser Aluminum Corporation (“Kaiser”), pursuant to the terms of the Purchase Agreement between the Company and Kaiser, dated November 30, 2020 (the “Purchase Agreement”). The Company received total consideration of approximately $670,000,000 (which remains subject to customary post-closing adjustments related to the amounts of closing working capital, indebtedness (including other postretirement employee benefits assumed by Kaiser) and certain employee obligations) at the closing of the Transaction on March 31, 2021.
As provided in the Purchase Agreement, the Company retains ownership of (1) the smelting assets and power plant adjacent to the Rolling Mill and (2) the real property on which the Rolling Mill is located, with such real property being leased to Kaiser in connection with the Transaction. In connection with the Transaction, the Company and Kaiser also entered into certain ancillary agreements, including leases, transition services and molten metal supply agreements, and certain other commercial agreements.
The foregoing description of the Purchase Agreement and the Transaction is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information.
Unaudited Pro Forma Condensed Consolidated Financial Information of the Company, which reflects the disposition described in Item 2.01, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits.
| Exhibit number |
Description | |
| 2.1 | Purchase Agreement, dated as of November 30, 2020, by and between Alcoa Corporation and Kaiser Aluminum Corporation. | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| ALCOA CORPORATION | ||||||
| Date: April 6, 2021 | By: | /s/ Marissa P. Earnest | ||||
| Marissa P. Earnest | ||||||
| Senior Vice President, Chief Governance Counsel and Secretary | ||||||