ALCOA CORPORATION (NYSE:AA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On June 26, 2019, Alcoa Corporation (“Alcoa” or the “Company”) and Saudi Arabian Mining Company (Ma’aden) entered into a Framework Agreement (the “Framework Agreement”) relating to the joint venture between the Company and Ma’aden. to the Framework Agreement, the Company divested its 25.1% interest in Ma’aden Rolling Company (“MRC”) to Ma’aden (the “MRC Divestiture”); MRC is one of the three entities that had comprised Alcoa’s joint venture with Ma’aden. The other two joint venture entities that continue between the Company and Ma’aden following the MRC Divestiture are Ma’aden Bauxite and Alumina Company (“MBAC”) and Ma’aden Aluminium Company (“MAC”). to the Framework Agreement and the MRC Divestiture: (i) Alcoa transferred its 25.1% interest in MRC to Ma’aden and, as a result, Alcoa has no direct or indirect equity interest in MRC; (ii) Alcoa’s capital contribution to MRC in connection with the transaction totaling $100 million, along with Ma’aden’s earlier capital contribution of $100 million, will be used to meet current MRC cash requirements, including paying certain amounts owed by MRC to MAC and Alcoa; (iii) Alcoa was released from all future obligations with respect to the project financing associated with the establishment of MRC, including Alcoa’s sponsor support of approximately $295 million of MRC’s debt and any future MRC cash requirements; (iv) Alcoa gave its consent for the Public Investment Fund (“PIF”) loans to each of MBAC, MAC and MRC to be transferred from PIF to Ma’aden; and (v) Alcoa will not assert any consent or voting rights in connection with a future transfer to Ma’aden of the PIF loan to MAC and MBAC; among other matters. The described transactions closed on June 27, 2019.

In connection with the foregoing, on June 26, 2019, the Company and Ma’aden entered into an Amendment and Restatement Deed (the “Amendment”) to the Aluminium Project Framework Shareholders’ Agreement. The Amendment provides for the MRC Divestiture and governs the joint venture between the Company and Ma’aden with respect to the remaining two entities in the joint venture, MBAC and MAC. The Amendment: (i) fixes October 1, 2021 as the date after which Alcoa is permitted to sell all of its shares in both MBAC and MAC collectively, for which Ma’aden has a right of first refusal; (ii) defines that, six months after October 1, 2021, Alcoa’s call option, and Ma’aden’s put option, relating to additional interests in the joint venture, become exercisable; (iii) provides Alcoa with enhanced information and voting rights relating to the operation of the joint venture; and (iv) clarifies the timing and determination of the amount of dividend payments of excess cash to the joint venture partners following required distributions to the commercial lenders of MBAC and MAC; among other matters.

The foregoing descriptions of the Framework Agreement and the Amendment (collectively, the “Agreements”) are not complete and are qualified in their entirety by reference to the full text of the Agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

On June 26, 2019, the Company issued a press release announcing the execution of the Agreements and related actions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

The internet addresses in the press release attached as Exhibit 99.1 hereto are included only as inactive textual references and are not intended to be active links to the information therein. Information contained on such websites or platforms, or that can be accessed therein, do not constitute a part of this report.