Alcoa closes $2.6B of 6.625%/6.875% notes due 2034/2036 for South32 cash

Alcoa Corporation said that on September 23, 2026 its subsidiaries completed a private offering of $1.5 billion of 6.625% senior notes due 2034 and $1.1 billion of 6.875% senior notes due 2036 ($2.6 billion combined), guaranteed on a senior unsecured basis by Alcoa and certain subsidiaries, with net proceeds plus cash on hand intended for the approximately $3.1 billion cash portion of its proposed South32 asset purchase — a deal that remains subject to shareholder and regulatory conditions.

Alcoa closed a $2.6 billion senior notes financing on September 23, 2026, locking in permanent debt to fund the cash side of its still-pending purchase of South32 bauxite, alumina, and aluminum assets — and cancelled the bridge that had been standing behind the deal.

$1.5 billion due 2034 and $1.1 billion due 2036

On September 23, 2026, Alumina Pty Ltd (ABN 85 004 820 419), a wholly owned subsidiary of Alcoa Corporation (NYSE: AA; ASX: AAI), completed an offering of $1,500,000,000 aggregate principal amount of 6.625% senior notes due 2034. The same day, Alcoa Nederland Holding B.V., another wholly owned Alcoa subsidiary, completed an offering of $1,100,000,000 aggregate principal amount of 6.875% senior notes due 2036. Combined principal is $2,600,000,000.

Each series was issued under a separate Indenture dated September 23, 2026 with The Bank of New York Mellon Trust Company, N.A., as trustee. Alcoa Corporation and certain subsidiaries guarantee the notes on a senior unsecured basis. The notes and guarantees were sold in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S; they have not been and will not be registered under the Securities Act of 1933.

What the cash is for — and what is still open

The issuers intend to use the net proceeds of the notes, together with cash on hand, to fund the approximately $3.1 billion cash portion of the consideration for Alcoa’s previously announced proposed acquisition of South32 Limited’s interests in certain bauxite, alumina, and aluminum smelter operations under the Umbrella Implementation Deed dated June 30, 2026, and to pay related fees and expenses.

Completion of that Acquisition remains subject to South32 shareholder approval, required regulatory approvals, and other customary closing conditions. Closing the notes is not the same as closing the Acquisition.

Concurrently with the notes closing, Alcoa terminated all remaining outstanding commitments under the senior unsecured 364-day bridge term loan credit facility it had arranged for the Acquisition.

Redemption and deal-failure mechanics

The Indentures allow optional redemption on or after September 30, 2029 for the 2034 notes and on or after September 30, 2031 for the 2036 notes, at the applicable Indenture prices, with earlier make-whole redemption of an entire series and an equity clawback of up to 40% of aggregate principal before September 30, 2029. A change-of-control repurchase event triggers a 101% of principal offer plus accrued interest.

If the Acquisition is not consummated by the Special Mandatory Redemption End Date — the later of June 29, 2027 (the Deed’s initial Conditions Precedent End Date) or any later date to which that end date is extended, amended, waived, or otherwise modified — or if the Deed is terminated or the company notifies the trustees that the Acquisition will not complete before that end date, each issuer must redeem its notes at 100% of the initial issue price plus accrued and unpaid interest to, but excluding, the redemption date.

What this filing settles

The Form 8-K settles that $2.6 billion of senior notes are outstanding as of September 23, 2026, that the Acquisition bridge commitments are gone, and that the intended use of proceeds is the approximately $3.1 billion South32 cash consideration plus fees. It does not settle that South32 shareholders have approved the deal, that regulators have cleared it, or that the Acquisition has closed.