Alcoa Corp

Current report

(dollars in millions)

Current report

The Transaction may be delayed or may not be completed, which could adversely affect Alcoa’s business, financial condition, results of operations, and stock price.

Current report

Completion of the Transaction is subject to various closing conditions, including approval by South32 shareholders, regulatory and governmental approvals, effectiveness of the Registration Statement on Form S-4, approvals for listing Alcoa common stock and quotation of CHESS Depositary Interests (CDIs) to be issued, and other customary conditions specified in the Deed.

Current report

The regulatory and governmental approvals may not be obtained, may be delayed, or may be obtained only subject to conditions that are not acceptable to Alcoa or South32 or consistent with the terms of the Deed. Alcoa and South32 may waive certain of these conditions and also have termination rights under the Deed, in certain circumstances. If the Deed is terminated or any closing condition is not satisfied or, where waivable, waived, the Transaction will not be completed.

Current report

Alcoa expects to incur significant costs associated with the Transaction. Alcoa’s fees and expenses related to the Transaction include financial advisor fees, filing fees, legal and accounting fees, and regulatory taxes and fees.

Current report

If the Transaction is delayed or not completed, Alcoa may not realize the expected benefits of the Transaction and may be adversely affected by negative reactions from financial markets, customers, suppliers, employees, or other business partners; the incurrence of significant transaction-related costs, including costs that are payable regardless of whether the Transaction is completed; potential termination fee obligations; and litigation relating to the Transaction, its termination, or efforts to compel performance under the Deed. Any of these factors could adversely affect Alcoa’s business, financial condition, results of operations, cash flows, or stock price.

Current report

The issuance of shares of Alcoa common stock dilutes the ownership position of the Company’s existing stockholders and the price of Alcoa common stock may be affected.

Current report

The consideration payable in the Transaction includes shares of Alcoa common stock representing approximately 6 percent of Alcoa’s outstanding shares post issuance. Consequently, the Company’s existing stockholders will own a smaller proportion of Alcoa common stock.

Current report

The issuance of new shares of Alcoa common stock could adversely affect the market price of Alcoa common stock. In addition, South32 shareholders, who will receive Alcoa common stock, may decide to sell some or all of their shares following completion of the Transaction, and South32 may ultimately effect a sale or distribution of the Alcoa common stock it receives, each of which could have the effect of depressing the market price for Alcoa common stock. The price of Alcoa common stock and CDIs may fluctuate significantly in the days following the completion of the Transaction, including as a result of factors over which the Company has no control.

Current report

The market price of Alcoa common stock following completion of the Transaction may also be affected by a variety of factors, including whether expected benefits of the Transaction are realized; transaction-related costs are greater than expected; or Alcoa’s financial position, results of operations, or cash flows meet the expectations of investors and financial analysts. Consequently, the market price of Alcoa common stock may decline following completion of the Transaction.

Current report

Alcoa may not realize the intended benefits of the Transaction, and integration may disrupt Alcoa’s current plans or operations.

Current report

Alcoa may not successfully integrate the acquired operations or otherwise realize the expected benefits of the Transaction. Integration may result in operational disruptions, increased costs, delays in realizing expected synergies, or financial and operating performance that differs from expectations. As a result, the Transaction may not be accretive to earnings per share, improve Alcoa’s balance sheet position, or enhance Alcoa’s ability to generate additional free cash flow.

Current report

Integration efforts may also divert management’s attention from existing operations; disrupt customer, supplier, and other business relationships; present challenges in integrating employees, information technology, communications, and other systems; result in previously unknown liabilities; or require unforeseen expenses.

Current report

Financing the Transaction may require substantial indebtedness, and permanent financing may not be available on favorable terms, which will increase available capital and credit-related risks.

Current report

In connection with the Transaction, the Company obtained commitments for bridge financing of up to $3,100 consisting of a senior unsecured 364-day bridge term loan credit facility available upon closing of the Transaction, subject to customary conditions, including the consummation of the Transaction in accordance with the terms of the Deed. The Company intends to replace the bridge financing with permanent financing prior to the closing date.

Current report

Market conditions, volatility in the credit markets, changes in interest rates, or changes in Alcoa’s credit profile, and other factors outside of Alcoa’s control, could increase borrowing costs or limit the availability of permanent financing on terms acceptable to the Company. If permanent financing is not available on favorable terms or in a timely manner, Alcoa may be required to utilize all or a portion of the bridge financing, resulting in higher borrowing costs and reduced financial flexibility. In addition, if attractive debt financing cannot be obtained, Alcoa may seek alternative sources of funding, including the issuance of equity securities, which could dilute existing stockholders.

Current report

The increased indebtedness Alcoa expects to incur in connection with the Transaction may, among other impacts, reduce Alcoa’s flexibility to respond to changing business and economic conditions, increase borrowing costs, and limit Alcoa’s ability to pursue strategic opportunities, further increasing capital and credit-related risks. In addition, financing arrangements governing such indebtedness may impose operating and financial restrictions. Risks, uncertainties, and events beyond Alcoa’s control could affect its ability to comply with applicable covenants, and failure to comply could result in a default, trigger cross-default provisions, permit lenders to accelerate debt maturities, or impair Alcoa’s ability to obtain additional financing or satisfy its obligations.

Current report

Any of these factors could adversely affect Alcoa’s financial condition, results of operations, cash flows, credit profile, and the anticipated benefits of the Transaction.