SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2021
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Item 7.01. Regulation FD Disclosure.
On March 22, 2021, Novelis Inc. (the “Company”) announced the launch of a proposed offering by its wholly-owned subsidiary, Novelis Sheet Ingot GmbH (the “Issuer”), of €500 million (approximately $595 million) in aggregate principal amount of euro-denominated senior green notes (the “Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached hereto as Exhibit 99.1.
In connection with the offering of the Notes, the Company provided certain information to prospective investors in a preliminary offering memorandum dated March 22, 2021. Certain excerpts from that preliminary offering memorandum are attached hereto as Exhibit 99.2. The preliminary offering memorandum disclosed certain information that supplements or updates certain prior disclosures of the Company, including summary unaudited pro forma combined financial information and other data as of and for the fiscal year ended March 31, 2020 and as of and for the twelve months ended December 31, 2020.
The summary unaudited pro forma combined financial information is being provided for illustrative purposes and does not purport to represent what the actual consolidated results of operations of the Company would have been had the respective transactions and adjustments occurred on the date assumed or any other date, nor is it necessarily indicative of the Company’s future results of operations for any future period or as of any future date. Actual results may differ significantly from those reflected in the pro forma combined financial information.
There can be no assurances that the offering of the Notes will be completed as described herein or at all.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information furnished pursuant to this Item 7.01, including exhibits 99.1 and 99.2 shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press release, dated March 22, 2021.|
|99.2||Excerpts from preliminary offering memorandum of the Issuer, dated March 22, 2021.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 22, 2021||By:|
/s/ Christopher Courts
|General Counsel, Corporate Secretary and Compliance Officer|