8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+2

Howmet Aerospace Inc. 8-K Report, Material Agreement (Nov 4, 2016)

Filed November 4, 2016For Securities:HWM

Summary

This Form 8-K filing by Arconic Inc. (formerly Alcoa Inc.) announces the completion of its previously announced separation into two independent, publicly traded companies, effective November 1, 2016. The separation involved a distribution of 80.1% of Alcoa Corporation's common stock to Arconic's shareholders. Alcoa Corporation will now house the Alumina and Primary Metals segments, while Arconic will retain the Global Rolled Products, Engineered Products and Solutions, and Transportation and Construction Solutions segments. The filing also details the numerous material definitive agreements entered into between Arconic Inc. and Alcoa Corporation to govern their relationship post-separation. These include agreements on separation, transition services, tax matters, employee matters, intellectual property licensing, supply of primary aluminum, and operational arrangements. The report also notes changes in executive leadership and board composition resulting from the separation, with key personnel moving to either Arconic or Alcoa Corporation.

Key Highlights

  • 1Completion of the separation of Arconic Inc. into two distinct publicly traded entities: Arconic Inc. and Alcoa Corporation.
  • 2Arconic Inc. (formerly Alcoa Inc.) distributed 80.1% of Alcoa Corporation's common stock to its shareholders on November 1, 2016.
  • 3Alcoa Corporation now comprises the Alumina and Primary Metals segments.
  • 4Arconic Inc. retains the Global Rolled Products, Engineered Products and Solutions, and Transportation and Construction Solutions segments.
  • 5Numerous material agreements have been executed to define the post-separation relationship between Arconic and Alcoa Corporation, covering aspects like services, taxes, IP, and supply.
  • 6Key executive and board leadership changes have occurred to align with the new corporate structures of Arconic and Alcoa Corporation.

Frequently Asked Questions

This Form 8-K filing is primarily to report the completion of the separation of Arconic Inc. (formerly Alcoa Inc.) into two independent companies: Arconic Inc. and Alcoa Corporation. It details the completion of the distribution of Alcoa Corporation's shares and outlines the key agreements governing the ongoing relationship between the two entities.

Following the separation, Alcoa Corporation holds the Alumina and Primary Metals segments. Arconic Inc. retained the Global Rolled Products (excluding specific Warrick operations), Engineered Products and Solutions, and Transportation and Construction Solutions segments.

Arconic Inc. and Alcoa Corporation entered into several material agreements to manage their post-separation relationship. These include a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, various patent and trademark license agreements, a primary aluminum supply agreement, and operational agreements like the Massena Lease and Operations Agreement.

The separation led to changes in leadership and board composition. Some former officers of Arconic Inc. (then Alcoa Inc.) transitioned to leadership roles within Alcoa Corporation, while new officers and directors were appointed to Arconic Inc. to manage its independent operations. Certain directors resigned from Arconic Inc. to serve on the Alcoa Corporation board.