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Alcoa Inc. Announces Pricing of Debt Offering In Connection with Separation

NEW YORK--(BUSINESS WIRE)--Alcoa Inc. (NYSE:AA) (“Alcoa”) announced today that Alcoa Nederland Holding B.V. (the “Issuer”), a wholly owned subsidiary of Alcoa Upstream Corporation (“Alcoa Corporation”), which is currently a wholly owned subsidiary of Alcoa, had priced its offering of $750,000,000 aggregate principal amount of 6.75% senior notes due 2024 (the “2024 Notes”) and $500,000,000 aggregate principal amount of 7.00% senior notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Notes”). The sale of the Notes is expected to be completed on September 27, 2016, subject to customary closing conditions.

The Issuer intends to use the proceeds from the proposed offering to make a payment to Alcoa to fund the transfer of certain assets from Alcoa to the Issuer in connection with Alcoa’s previously announced plan to separate into two stand-alone, publicly traded companies (the “separation”) and for general corporate purposes. The net proceeds from the proposed offering will be held in escrow until the completion of the separation and the satisfaction of certain other escrow release conditions. The Notes will initially be guaranteed on a senior unsecured basis by Alcoa Corporation and, following the separation, by Alcoa Corporation and certain of its subsidiaries.

The Notes and related guarantees will be sold in a private placement to 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...


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