Alcoa Corporation (NYSE: AA, ASX: AAI) announced a proposed offering of $2.6 billion in aggregate principal amount of senior notes to help finance its previously announced acquisition of South32 Limited's (ASX: S32, LSE: S32.L, JSE: S32) bauxite, alumina, and aluminum smelter operations.

The notes will consist of two tranches: senior notes due 2034 to be issued by Alumina Pty Ltd, a wholly-owned Alcoa subsidiary, and senior notes due 2036 to be issued by Alcoa Nederland Holding B.V., also a wholly-owned subsidiary. The notes will be guaranteed on a senior unsecured basis by Alcoa and certain of its subsidiaries. Pricing and terms remain subject to market conditions.

Alcoa said it intends to use the net proceeds, combined with cash on hand, to fund approximately $3.1 billion in cash consideration for the acquisition and to pay related fees and expenses. Upon completion of the offering, Alcoa expects to terminate remaining commitments under a senior unsecured 364-day bridge term loan credit facility established in connection with the acquisition.

Completion of the acquisition remains subject to approval by South32 shareholders, required regulatory approvals, and other customary closing conditions.

The notes will be offered in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and to certain non-U.S. persons under Regulation S. The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.