{"url_path":"/sec/aa/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1675149/0000950103-26-010155-index.html","accession_number":"0000950103-26-010155","cik":"0001675149","ticker":"AA","issuer_name":"Alcoa Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1675149/0000950103-26-010155-index.html","primary_entity_key":"0001675149","primary_entity_name":"Alcoa Corp"},"word_count":762,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 30, 2026, Alcoa Corporation (“**Alcoa**”, or the “**Company**”) entered into an Umbrella Implementation\nDeed, (the “**Deed**”), dated as of June 30, 2026, to acquire South32 Limited’s (“**South32**”) interests\nin bauxite mine, alumina refinery and aluminum smelter operations (the “**Sale Businesses**”). Pursuant to the Deed, and\nsubject to the terms and conditions set forth therein, certain subsidiaries of Alcoa will purchase from certain subsidiaries of South32\nall of South32’s interests in the Sale Businesses (the “**Transaction**”).\n\n \n\nThe aggregate upfront consideration consists of $3.1 billion in cash\n(subject to certain adjustments) and approximately 17 million shares of Alcoa common stock (which may, in part, be delivered in the form\nof Alcoa CHESS Depositary Interests (“**CDIs**”)) with an agreed value as of the execution of the Deed of approximately\n$1 billion (based on the 10-day volume weighted average price as of June 26, 2026 of $58.79 per share) and representing approximately\n6% ownership of Alcoa’s outstanding shares post issuance (the “**Share Consideration**”). At least half of the Share\nConsideration will be distributed directly to South32’s shareholders via an in-specie distribution and the remaining Share Consideration\nwill be salable by South32 in an orderly manner.\n\n \n\nUnder the Deed, Alcoa has also agreed to pay South32 up to an\naggregate $750 million in cash contingent on average alumina and aluminum prices exceeding the respective agreed strike prices for\neach of four successive, annual periods, commencing on July 1, 2026 (the “**Contingent Value Right**”). Subject to\nthe applicable terms and conditions set forth in the Deed, all, some or none of the Contingent Value Right may be paid at the end of\neach of the four annual periods and will expire at the end of the fourth annual period.\n\n \n\nClosing of the Transaction is subject to the satisfaction or waiver\n(if applicable) of certain conditions, including approval by South32’s shareholders of the Transaction, receipt of certain required\nregulatory approvals and other customary closing conditions. The Transaction is expected to close in the first half of 2027.\n\n \n\nThe Deed contains customary representations and warranties, covenants\nand indemnification obligations for transactions of this nature. In addition, the Deed provides that, (i) South32 will be required to\nmake a payment of $41 million or $82 million, as applicable, to Alcoa if the Deed is terminated under certain specified circumstances,\nincluding due to failure to receive South32’s shareholder approval, in connection with receipt and acceptance of an unsolicited\nsuperior proposal or failure to receive certain regulatory approvals, and (ii) Alcoa will be required to make a payment of $82 million\nto South32 if the Deed is terminated under certain specified circumstances, including due to failure to receive certain regulatory approvals.\n\n \n\n \n\n \n\nThe foregoing description of the Transaction and the Deed does not\npurport to be complete and is qualified in its entirety by reference to the full text of the Deed, which is filed as Exhibit 2.1 to this\nCurrent Report on Form 8-K, and is incorporated herein by reference. A copy of the Deed has been included to provide investors with information\nregarding its terms and is not intended to provide any factual information about Alcoa or South32.\n\n \n\nThe Deed contains representations, warranties, covenants and agreements,\nwhich were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Deed reflect\nnegotiations between the parties to the Deed and are not intended as statements of fact to be relied upon by Alcoa’s or South32’s\nstockholders or any other person. In particular, the representations, warranties, covenants and agreements in the Deed may be subject\nto limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between\nthe parties in connection with the negotiation of the Deed, and having been made for purposes of allocating risk among the parties rather\nthan establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what may\nbe viewed as material by investors. As such, the representations and warranties in the Deed may not describe the actual state of affairs\nat the date they were made or at any other time and you should not rely on them as statements of fact. Moreover, information concerning\nthe subject matter of the representations and warranties may change after the date of the Deed, and unless required by applicable law,\nAlcoa undertakes no obligation to update such information.\n\n \n\n*Debt Financing*\n\n \n\nAlcoa has also secured fully committed financing for the Transaction\nas further described under Item 8.01 below."}