Mallesons, Cleary Gottlieb Steen & Hamilton, and Ashurst Perkins Coie have advised on South32’s sale of its global aluminium portfolio to Alcoa Corporation, in a transaction with an implied enterprise value of up to USD5.6 billion.
Under the agreement, Alcoa will acquire South32’s interests across Australia, South Africa and Brazil, including Worsley Alumina (86%), Hillside Aluminium (100%), the MRN bauxite mine (33%), the Brazil Alumina refinery (36%) and the Brazil Aluminium smelter (40%).
The consideration comprises USD3.1 billion in cash, USD1 billion in Alcoa scrip and up to USD750 million in contingent cash consideration. Alcoa will also assume USD750 million in net debt and lease liabilities.
Mallesons advised South32 on the deal, with the team led by partners Antonella Pacitti and Will Heath, alongside senior associates Toby Newnes and Jessica Zuiderwijk, and lawyer Gabrielle O’Hara. Partner David Friedlander provided client relationship support.
“Mallesons advised South32 across the full spectrum of legal and regulatory workstreams required to support the transaction. This included M&A, competition, FIRB [Foreign Investment Review Board], tax, employment, environmental and mining-related matters, as well as co-ordinating legal input across multiple jurisdictions. We also advised on a range of regulatory approvals required to support implementation of the transaction,” Pacitti told Asia Business Law Journal.
Pacitti said the transaction’s scale and structural complexity stood out as key features.
“What makes this deal particularly interesting is the combination of scale, asset complexity and international execution. The transaction involves a globally significant aluminium value chain spanning bauxite mining, alumina refining and aluminium smelting assets across Australia, Brazil and South Africa, with an implied enterprise value of up to USD5.6 billion,” she said.
“It also features a sophisticated consideration structure, including cash, NYSE-listed and ASX quoted scrip and commodity price-linked contingent payments.”
The deal also required multiple shareholder, regulatory and competition approvals across several jurisdictions. Despite its complexity, Pacitti said this proved to be another defining feature of the transaction.
“The transaction required close co-ordination across a broad range of workstreams, including M&A, competition, tax, mining, employment, intellectual property and environmental matters as well as co-ordination of foreign counsel in various jurisdictions. It is also subject to a range of shareholder, regulatory and competition approvals across multiple jurisdictions, with completion expected in 2027. Bringing together those disciplines and navigating the cross-border regulatory pathway is a defining feature of the mandate,” she said.
Cleary Gottlieb Steen & Hamilton represented Alcoa in the sale, with the deal team comprising partners Amy Shapiro and Craig Brod.
Ashurst Perkins Coie also advised Alcoa, with the team spearheaded by Melbourne-based partners Kylie Lane and Eliza Blandford.
South32 is a diversified mining and metals company headquartered in Perth, while Alcoa is a sustainable aluminium producer based in Pittsburgh.
The transaction is expected to be completed in the first half of 2027, and is subject to shareholder, competition and regulatory approvals across multiple jurisdictions.
