Obligation Alcoya 6.75% ( US013822AA98 ) en USD

Alcoya

103.604 % ▲

Pays-bas

US013822AA98 ( en USD )

6.75% par an ( paiement semestriel )

29/09/2024 - Obligation échue

Prospectus brochure de l'obligation Alcoa US013822AA98 en USD 6.75%, échue

200 000 USD

750 000 000 USD

013822AA9

Alcoa est une entreprise américaine spécialisée dans la production d'aluminium et de produits dérivés, active dans la fabrication, l'ingénierie et la transformation de l'aluminium.

L'Obligation émise par Alcoya ( Pays-bas ) , en USD, avec le code ISIN US013822AA98, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2024

EX-10.19
https://www.sec.gov/Archives/edgar/data/1675149/000119312516725...
EX-10.19 5 d248367dex1019.htm EX-10.19
Exhibit 10.19
EXECUTION VERSION
INDENTURE
among
ALCOA NEDERLAND HOLDING B.V.,
ALCOA UPSTREAM CORPORATION,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee,
dated as of September 27, 2016
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Table of Contents
Page
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1
Definitions
1
SECTION 1.2
Other Definitions
40
SECTION 1.3
Rules of Construction
41
SECTION 1.4
Acts of Holders
42
ARTICLE 2.
THE NOTES
SECTION 2.1
Form and Dating
44
SECTION 2.2
Execution and Authentication
45
SECTION 2.3
Registrar and Paying Agent
46
SECTION 2.4
Paying Agent To Hold Money in Trust
46
SECTION 2.5
Holder Lists
47
SECTION 2.6
Transfer and Exchange
47
SECTION 2.7
Definitive Registered Notes
51
SECTION 2.8
Replacement Notes
52
SECTION 2.9
Outstanding Notes
52
SECTION 2.10
Temporary Notes
53
SECTION 2.11
Defaulted Interest
53
SECTION 2.12
Cancellation
53
SECTION 2.13
Additional Amounts
53
SECTION 2.14
CUSIP Numbers
55
SECTION 2.15
Issuance of Additional Notes
55
SECTION 2.16
Computation of Interest
56
ARTICLE 3.
REDEMPTION
SECTION 3.1
Notices to the Trustee
56
SECTION 3.2
Selection of Notes To Be Redeemed
57
SECTION 3.3
Effect of Notice of Redemption
57
SECTION 3.4
Notice of Redemption
57
SECTION 3.5
Tax Redemption
58
SECTION 3.6
Deposit of Redemption Price
59
SECTION 3.7
Notes Redeemed in Part
59
SECTION 3.8
Special Mandatory Redemption
59
SECTION 3.9
Change of Control Repurchase Event Stub Redemption
60
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Page
ARTICLE 4.
COVENANTS
SECTION 4.1
Payment of Notes
61
SECTION 4.2
SEC Reports
61
SECTION 4.3
Compliance Certificate
62
SECTION 4.4
Limitation on Indebtedness
62
SECTION 4.5
Limitation on Restricted Payments
69
SECTION 4.6
Limitation on Restrictions on Distributions from Restricted Subsidiaries
75
SECTION 4.7
Limitation on Sales of Assets and Subsidiary Stock
77
SECTION 4.8
Limitation on Affiliate Transactions
81
SECTION 4.9
Limitation on Liens
83
SECTION 4.10
Maintenance of Ownership in AWAC
85
SECTION 4.11
Change of Control Repurchase Event
85
SECTION 4.12
Designation of Unrestricted and Restricted Subsidiaries
86
SECTION 4.13
Effectiveness of Covenants
87
ARTICLE 5.
SUCCESSORS
SECTION 5.1
Consolidation, Merger and Sale of Assets
89
ARTICLE 6.
DEFAULTS AND REMEDIES
SECTION 6.1
Events of Default
92
SECTION 6.2
Acceleration
95
SECTION 6.3
Other Remedies
95
SECTION 6.4
Waiver of Past Defaults
95
SECTION 6.5
Control by Majority
95
SECTION 6.6
Limitation on Suits
95
SECTION 6.7
Rights of Holders to Receive Payment
97
SECTION 6.8
Collection Suit by Trustee
97
SECTION 6.9
Trustee May File Proofs of Claim
97
SECTION 6.10
Priorities
97
SECTION 6.11
Undertaking for Costs
98
SECTION 6.12
Waiver of Stay or Extension Laws
98
ARTICLE 7.
TRUSTEE
SECTION 7.1
Duties of Trustee
98
SECTION 7.2
Rights of Trustee
99
SECTION 7.3
Individual Rights of the Trustee
101
SECTION 7.4
Trustee's Disclaimer
101
SECTION 7.5
Notice of Defaults
101
SECTION 7.6
[Reserved]
101
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Page
SECTION 7.7
Compensation and Indemnity
101
SECTION 7.8
Replacement of Trustee
102
SECTION 7.9
Successor Trustee by Merger
103
SECTION 7.10
Eligibility; Disqualification
103
SECTION 7.11
Multiple Trustees
103
SECTION 7.12
Limitation on Trustee's Liability
104
ARTICLE 8.
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.1
Discharge of Liability On Notes; Defeasance
104
SECTION 8.2
Conditions to Defeasance
106
SECTION 8.3
Application of Trust Money
107
SECTION 8.4
Repayment to the Issuer
107
SECTION 8.5
Reinstatement
107
ARTICLE 9.
AMENDMENTS
SECTION 9.1
Without Consent of Holders
107
SECTION 9.2
With Consent of Holders; Waiver
108
SECTION 9.3
Revocation and Effect of Consents and Waivers
109
SECTION 9.4
Notation on or Exchange of Notes
110
SECTION 9.5
Trustee To Sign Amendments, etc.
110
ARTICLE 10.
GUARANTEES
SECTION 10.1
Guarantees
110
SECTION 10.2
Limitation on Liability
113
SECTION 10.3
Successors and Assigns
113
SECTION 10.4
No Waiver
113
SECTION 10.5
Modification
113
SECTION 10.6
Release of Subsidiary Guarantor
113
SECTION 10.7
Execution of Guarantee Agreement for Future Subsidiary Guarantors
115
SECTION 10.8
Non-Impairment
115
SECTION 10.9
Contribution
115
ARTICLE 11.
MISCELLANEOUS
SECTION 11.1
[Reserved]
115
SECTION 11.2
Notices
115
SECTION 11.3
Trustee Instructions
116
SECTION 11.4
Certificate and Opinion as to Conditions Precedent
117
SECTION 11.5
Statements Required in Certificate or Opinion
117
SECTION 11.6
When Notes Disregarded
118
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Page
SECTION 11.7
Rules by Trustee, Paying Agent and Registrar
118
SECTION 11.8
Business Days
118
SECTION 11.9
Governing Law
118
SECTION
11.10
No Recourse Against Others
118
SECTION
11.11
Successors
118
SECTION
11.12
Multiple Originals
118
SECTION
11.13
Table of Contents; Headings
118
SECTION
11.14
WAIVER OF TRIAL BY JURY
118
SECTION
11.15
Force Majeure
119
SECTION
11.16
USA Patriot Act Compliance
119
SECTION
11.17
Submission to Jurisdiction
119
SECTION
11.18
Waiver of Immunity
119
SECTION
11.19
Conversion of Currency
120
SECTION
11.20
FATCA
120
Exhibit A -- Form of Note
Exhibit B -- Form of Supplemental Indenture
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EX-10.19
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INDENTURE dated as of September 27, 2016, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap
met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the "Issuer"), ALCOA UPSTREAM
CORPORATION (the "Company"), a Delaware corporation, each SUBSIDIARY GUARANTOR from time to time party
hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (a)
the Issuer's 6.75% Senior Unsecured Notes due 2024 (the "2024 Notes") and 7.00% Senior Unsecured Notes due 2026 (the
"2026 Notes" and, together with the 2024 Notes, the "Original Notes"), and (b) any Additional Notes (as defined herein) that
may be issued (all such Notes in clauses (a) and (b) being referred to collectively as the "Notes").
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1 Definitions.
"Acquired Indebtedness" means, with respect to any specified Person, (1) Indebtedness of any Person or any
of its subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (2) Indebtedness assumed in connection
with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, and Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness shall be deemed to have been
Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and,
with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets.
"Additional Assets" means:
(1) any property, plant, equipment or other asset (excluding working capital or current assets) to be used by
the Company, the Issuer or a Restricted Subsidiary in the Alcoa Corporation Business;
(2) the Equity Interests of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such
Equity Interests by the Company, the Issuer or a Restricted Subsidiary; or
(3) Equity Interests constituting a minority interest in any Person that at such time is a Restricted Subsidiary;
provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in the Alcoa
Corporation Business.
"Additional Notes" means 2024 Notes or 2026 Notes, as applicable, issued under the terms of this Indenture
after the Issue Date and in compliance with Section 2.15.
"Affiliate" means, when used with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
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"Alcoa Corporation Business" means, collectively, Parent's Bauxite, Alumina, Aluminum, Cast Products and
Energy businesses, the Rolled Products business consisting of Parent's rolling mill operations in Warrick, Indiana, Parent's
25.1% interest in the Ma'aden Rolling Company in Saudi Arabia, and such other businesses of the Company described in the
Offering Memorandum, or any business that is similar, reasonably related, incidental, ancillary or complementary thereto or a
reasonable extension, development or expansion thereof.
"Applicable Premium" means with respect to a Note at any redemption date, the greater of (1) 1% of the
principal amount of such Note and (2) the excess of (if any) (A) the present value at such redemption date of (i) the redemption
price of such Note on September 30, 2019, in the case of the 2024 Notes, or September 30, 2021, in the case of the 2026 Notes
(such redemption price being set forth in Section 5 of the 2024 Notes and Section 5 of the 2026 Notes) plus (ii) all required
remaining scheduled interest payments due on such Note through September 30, 2019, in the case of the 2024 Notes, or
September 30, 2021, in the case of the 2026 Notes (but excluding accrued and unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate plus 0.50%, over (B) the principal amount of such note on such
redemption date. The Trustee shall have no obligation to calculate or verify the calculation of the Applicable Premium.
"Applicable Procedures" means, with respect to any payment, tender, redemption, transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream, in each case
to the extent applicable to such transaction and as in effect from time to time.
"Approved Asset Disposition" means the asset dispositions set forth on Schedule 1.01(a) to the Revolving
Credit Agreement.
"Asset Disposition" means any sale, lease, transfer, issuance or other disposition (or series of related sales,
leases, transfers or dispositions) by the Company, the Issuer or any Restricted Subsidiary, including any disposition by means
of a merger, consolidation or similar transaction, (each referred to for the purposes of this definition as a "disposition") of:
(1) any shares of Equity Interests of the Issuer or a Restricted Subsidiary (other than directors' qualifying
shares or shares required by applicable law to be held by a Person other than the Company, the Issuer or a
Restricted Subsidiary); or
(2) any assets of the Company, the Issuer or any Restricted Subsidiary.
Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:
(1) sales, transfers, leases and other dispositions of (A) inventory in the ordinary course of business,
(B) used, obsolete or surplus equipment, (C) property or other assets no longer used or useful, or
economically practicable to maintain, in the conduct of the business of the Company (including allowing
any intellectual property that is no longer used or useful, or economically practicable to maintain, to
lapse, go abandoned, or be invalidated), in each case, in the good faith judgment of the Board of
Directors or an executive officer of the Company or the Issuer, and (D) cash and Cash Equivalents;
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(2) sales, transfers, leases and other dispositions to the Company, the Issuer or a Restricted Subsidiary so
long as such sale, transfer, lease or other disposition complies with Section 4.5;
(3) sales, transfers or other dispositions of accounts receivable in connection with the compromise,
settlement or collection thereof in the ordinary course of business consistent with past practice and not as
part of any accounts receivables financing transaction;
(4) sales, transfers, leases and other dispositions of assets to the extent that such assets constitute an
investment permitted by clause (8), (9), (10) or (12) of the definition of "Permitted Investment" or
another asset received as consideration for the disposition of any asset permitted by Section 4.7 (in each
case, other than Equity Interests in a Restricted Subsidiary, unless all Equity Interests in such Restricted
Subsidiary (other than directors' qualifying shares) are sold);
(5) leases or subleases entered into in the ordinary course of business;
(6) licenses or sublicenses of intellectual property or other general intangibles in the ordinary course of
business;
(7) dispositions resulting from any casualty or other insured damage to, or any taking under power of
eminent domain or by condemnation or similar proceeding of, any asset of the Company, the Issuer or
any Restricted Subsidiary;
(8) dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price
of similar replacement assets or (ii) the proceeds of such disposition are promptly applied to the purchase
price of such replacement assets;
(9) dispositions of assets to the extent that such assets are disposed of as part of the sale of the Yadkin
Facility as described in the Offering Memorandum;
(10) dispositions of assets effected in connection with the separation and distribution contemplated by the
Form 10 and the Offering Memorandum;
(11) transactions permitted under Article 5;
(12) an issuance of Equity Interests by the Issuer or a Restricted Subsidiary to the Company, the Issuer or to a
Restricted Subsidiary;
(13) any Permitted Investment or Restricted Payment in compliance with Section 4.5;
(14) the creation of a Lien permitted under this Indenture and dispositions in connection with such Lien;
(15) the issuance by the Issuer or a Restricted Subsidiary of Preferred Stock that is permitted by Section 4.4;
(16) foreclosure on, or condemnation of, assets;
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(17) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(18) the unwinding of any Obligations under a Hedging Agreement;
(19) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or
other litigation claims in the ordinary course of business;
(20) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made
pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture
arrangements and similar binding arrangements;
(21) (i) a sale or transfer of accounts receivable, or participations therein, and related assets of the type
specified in the definition of "Receivables Financing" to a Receivables Subsidiary in a Qualified
Receivables Financing or in factoring or similar transactions and (ii) any dispositions in connection with
a receivables facility (it being understood that for the avoidance of doubt, notwithstanding anything in
this Indenture, the Company, the Issuer and any Restricted Subsidiary may participate in any customer
supply chain financing programs in the ordinary course of business and any sale or transfer of assets in
connection therewith shall not constitute an Asset Disposition);
(22) a transfer of accounts receivable and related assets of the type specified in the definition of "Receivables
Financing" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified
Receivables Financing;
(23) any Approved Asset Disposition;
(24) any issuance of additional Equity Interests in any Restricted Subsidiary to the holders of its Equity
Interests, in connection with any capital call or equity funding arrangements in the ordinary course of
business;
(25) (i) sales, transfers or other dispositions of accounts receivables in connection with the compromise,
settlement or collection thereof in the ordinary course of business consistent with past practice and not as
part of any accounts receivables financing transaction, and (ii) dispositions of receivables pursuant to
factoring transactions; and
(26) sales, transfers, leases and other dispositions of assets in a single transaction or a series of related
transactions with an aggregate Fair Market Value of less than $100 million.
"AWAC" means the joint venture known as Alcoa World Alumina and Chemicals among Parent and its
Affiliates (or, following the separation and distribution, the Company and its Affiliates), on the one hand, and Alumina Limited
and its Affiliates, on the other hand, that is operated pursuant to the AWAC Agreements.
"AWAC Agreements" means, collectively, all agreements, understandings, side letters or other arrangements
governing AWAC and the respective rights and obligations of the joint venture partners thereof, including (a) each charter,
articles or certificate of organization or incorporation and bylaws
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or other organizational or governing documents of each AWAC Entity, (b) the Formation Agreement, dated December 21,
1994, (c) the Charter of the Strategic Council, dated December 21, 1994, (d) the Letter of Understanding, dated May 16, 1995,
and (e) the Amended Enterprise Funding Agreement, dated June 10, 2010, in each case, as such documents may be amended,
modified, or otherwise supplemented from time to time.
"AWAC Entities" means, collectively, each of the existing or subsequently acquired or organized entities
through which the AWAC joint venture is operated.
"BNDES Loans" means the loan agreements between a subsidiary of the Company and Brazil's National Bank
for Economic and Social Development.
"Board of Directors" means:
(1) with respect to a corporation, the Board of Directors of the corporation or a committee of the Board of
Directors;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and
(3) with respect to any other Person, the board or committee of such Person serving a similar function.
"Business Day" means each day that is not a Saturday or Sunday or other day of the year on which banks are
not required or authorized to close in New York City.
"Capital Lease Obligation" of any Person means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and
the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the Stated
Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a penalty; provided that, notwithstanding the
foregoing, in no event will any lease that would have been categorized as an operating lease as determined under GAAP as of
the Issue Date be considered a capital lease (whether or not such lease was in effect on such date), regardless of any change in
GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or
retroactive basis or otherwise) as a capital lease. For purposes of Section 4.9, a Capital Lease Obligation will be deemed to be
secured by a Lien on the property being leased.
"Cash Contribution Amount" means the aggregate amount of cash contributions made to the capital of the
Company, the Issuer or any Subsidiary Guarantor and designated as a "Cash Contribution Amount" as described in the
definition of "Contribution Indebtedness."
"Cash Equivalents" means:
(1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed
by, the United States (or any agency thereof to the extent such obligations are backed by the full faith and
credit of the United States), in each case maturing within one year from the date of acquisition thereof;
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