8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2016

ALERIS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	333-185443	27-1539594
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25825 Science Park Drive, Suite 400, Cleveland, Ohio 44122

(Address of Principal Executive Offices, including Zip Code)

(216) 910-3400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Tender Offer

On April 4, 2016, Aleris International, Inc. (the “Company”), a wholly owned subsidiary of Aleris Corporation, issued a press release announcing that holders of approximately $273,162,000 aggregate principal amount (representing approximately 62.8%) of the Company’s 7 ⁵⁄₈% Senior Notes due 2018 (the “2018 Notes”) validly tendered (and did not validly withdraw) their 2018 Notes prior to 5:00 p.m., New York City time, on April 1, 2016 (the “Early Tender Deadline”) pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 2018 Notes. The Company has elected to exercise the Early Settlement Election described in the Offer to Purchase, dated March 21, 2016, relating to the Tender Offer. Pursuant to the terms of the Tender Offer, on April 4, 2016 (the “Early Settlement Date”), the Company accepted for payment, and paid for, all 2018 Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline. A copy of the press release is set forth as Exhibit 99.1 to this Report and is incorporated herein by reference.

The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on April 15, 2016, unless extended (such date and time, as the same may be extended in the Company’s sole discretion, the “Expiration Date”). The Company currently expects the Tender Offer to be settled on April 18, 2016. Holders may not validly withdraw any validly tendered 2018 Notes, except in limited circumstances where the Company determines additional rights are required by law.

Notes Offering

On April 4, 2016, the Company issued a press release announcing that it closed a private offering (the “Notes Offering”) of $550 million aggregate principal amount of 9.50% senior secured notes due 2021 (the “2021 Notes”). A copy of the press release is set forth as Exhibit 99.2 to this Report and is incorporated herein by reference.

Redemption and Satisfaction and Discharge

As previously disclosed in a Report dated March 21, 2016, the Company directed that U.S. Bank National Association, as trustee (the Trustee”), under the indenture governing the 2018 Notes (as supplemented to date, the “2018 Indenture”), give notice of the Company’s intent in accordance with the 2018 Indenture, to redeem on April 20, 2016 (such date, including as it may be delayed, the “Redemption Date”) in full the aggregate principal amount of the 2018 Notes that remain outstanding after the Expiration Date of the Tender Offer and the Company’s acceptance for payment of, and payment for, 2018 Notes that were validly tendered and not withdrawn in the Tender Offer, at a redemption price of 101.906% (the “Redemption Price”) of the outstanding aggregate principal amount of the 2018 Notes to be redeemed, plus accrued and unpaid interest to the Redemption Date.

The redemption of the 2018 Notes and the payment of the Redemption Price, plus accrued and unpaid interest to the Redemption Date, on the Redemption Date were conditioned upon the Company having completed a debt financing on terms and conditions satisfactory to the Company yielding sufficient net cash proceeds, together with up to $12.0 million of cash on hand, to fund the maximum consideration payable for the valid tender of all currently outstanding 2018 Notes, plus accrued interest, pursuant to the Tender Offer, after giving effect to the payment of all discounts, fees and expenses incurred in connection with the debt financing and the Tender Offer (collectively, the “Redemption Condition”). On April 4, 2016, the Company completed the Notes Offering and accordingly the Redemption Condition has been satisfied.

In addition, on April 4, 2016, the Company deposited sufficient funds in trust with the Trustee to satisfy and discharge the 2018 Notes and the 2018 Indenture. The Company has instructed the Trustee to apply the deposited funds to redeem in full the aggregate principal amount of the 2018 Notes that remain outstanding after the Expiration Date of the Tender Offer on the Redemption Date. As a result, the 2018 Notes and the 2018 Indenture have been satisfied and discharged in accordance with their terms. Notwithstanding the satisfaction and discharge of the 2018 Notes and the 2018 Indenture, certain customary provisions of the Indenture, including those relating to the compensation and indemnification of the Trustee and the application of trust money, will survive.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated April 4, 2016.
99.2	Press release dated April 4, 2016.

SIGNATURES

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.

	ALERIS CORPORATION
Date: April 4, 2016	By:	/s/ Eric M. Rychel
	Name:	Eric M. Rychel
	Title:	Executive Vice President, Chief Financial Officer
		and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 4, 2016.
99.2	Press release dated April 4, 2016.

EX-99.1

Exhibit 99.1

NEWS RELEASE	For Immediate Release
Media Contacts:	Investor Contact
Shannon Bennett	Eric Rychel
216.910.3664	216.910.3229
shannon.bennett@aleris.com	eric.rychel@aleris.com

Jason Saragian

216.910.3670

jason.saragian@aleris.com

ALERIS INTERNATIONAL, INC. ANNOUNCES EARLY RESULTS OF ITS TENDER FOR ITS 7 ⁵⁄₈% SENIOR NOTES DUE 2018 AND SATISFACTION OF REDEMPTION CONDITION FOR ALL REMAINING 2018 NOTES

CLEVELAND, OH – April 4, 2016 – Aleris International, Inc. (the “Company”), a wholly owned subsidiary of Aleris Corporation (“Aleris”), today announced that holders of approximately $273,162,000 aggregate principal amount (representing approximately 62.8%) of the Company’s 7 ⁵⁄₈% Senior Notes due 2018 (CUSIP No. 014477 AM5) (the “Notes”) validly tendered (and did not validly withdraw) their Notes prior to 5:00 p.m., New York City time, on April 1, 2016 (the “Early Tender Deadline”) pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding Notes.

The table below reflects certain terms of the Tender Offer:

CUSIP Number	Title of Security	Aggregate Principal Amount Outstanding1		Late Tender Offer Consideration2, 3		Early Tender Premium2		Total Tender Offer Consideration2, 3
014477 AM5	7 5⁄8% Senior Notes due 2018	$	434,933,000	$	991.25	$	30.00	$	1,021.25

(1) Amount outstanding as of March 21, 2016, the date the Tender Offer commenced.

(2) Per $1,000 principal amount of Notes accepted for purchase.

(3) Excludes accrued and unpaid interest, which will be paid in addition to the Late Tender Offer Consideration or Total Tender Offer Consideration, as applicable.

The Company has elected to exercise the Early Settlement Election described in the Offer to Purchase, dated March 21, 2016, relating to the Tender Offer. Holders of Notes who validly tendered (and did not validly withdraw) their Notes on or prior to the Early Tender Deadline received the Total Tender Offer Consideration for the Notes tendered on April 4, 2016 (the “Early Settlement Date”) and accrued and unpaid interest on the Notes up to the Early Settlement Date.

Continuing Tender Offer

Holders who validly tender their Notes after the Early Tender Deadline and on or before the Expiration Date (as defined below) will be eligible to receive only the Late Tender Offer Consideration, which is equal to the Total Tender Offer Consideration minus the Early Tender Premium, plus accrued and unpaid interest on the Notes up to the Final Settlement Date (as defined below). The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on April 15, 2016, unless extended (such date and time, as the same may be extended in the Company’s sole discretion, the “Expiration Date”). The Company currently expects the Tender Offer to be settled on April 18, 2016 (the “Final Settlement Date”). The time and date on or before which validly tendered Notes may be validly withdrawn expired at 5:00 p.m., New York City time, on April 1, 2016. Holders may not validly withdraw any validly tendered Notes after that time and date, except in limited circumstances where the Company determines additional rights are required by law.

The Company’s obligation to accept any Notes that are validly tendered and to pay the Late Tender Offer Consideration are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal, and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, the Company may, in its sole discretion, amend, extend or, subject to certain conditions, terminate the Tender Offer.

Credit Suisse Securities (USA) LLC is the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) (Attention: Liability Management Group). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (866) 406-2287 (toll free) or (212) 269-5550.

Redemption of 2018 Notes

Concurrently with the commencement of the Tender Offer, the Company directed that U.S. Bank National Association, as trustee under the indenture governing the Notes (as supplemented to date, the “Indenture”), give notice of the Company’s intent in accordance with the Indenture, to redeem on April 20, 2016 (such date, including as it may be delayed, the “Redemption Date”) in full the aggregate principal amount of the Notes that remain outstanding after the Expiration Date of the Tender Offer and the Company’s acceptance for payment of, and payment for, Notes that were validly tendered and not validly withdrawn in the Tender Offer, at a redemption price of 101.906% (the “Redemption Price”) of the outstanding aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to the Redemption Date.

The redemption of the Notes and the payment of the Redemption Price, plus accrued and unpaid interest to the Redemption Date, on the Redemption Date were conditioned upon the Company having completed a debt financing on terms and conditions satisfactory to the Company yielding sufficient net cash proceeds, together with up to $12.0 million of cash on hand, to fund the maximum consideration payable for the valid tender of all currently outstanding Notes, plus accrued interest, pursuant to the Tender Offer, after giving effect to the

payment of all discounts, fees and expenses incurred in connection with the debt financing and the Tender Offer (collectively, the “Redemption Condition”). On April 4, 2016, the Company completed the issuance of $550.0 million aggregate principal amount of 9.50% Senior Secured Notes due 2021 and accordingly the Redemption Condition has been satisfied. This press release does not constitute an offer to purchase the Notes or a notice of redemption thereof.

(more)

About Aleris

Aleris is a privately held, global leader in aluminum rolled products serving diverse industries including aerospace, automotive, building and construction, commercial transportation and industrial manufacturing. Headquartered in Cleveland, Ohio, Aleris operates production facilities in North America, Europe and Asia. For more information, visit www.aleris.com.

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “look forward to,” “intend” and similar expressions intended to connote future events and circumstances constitute forward-looking statements. Forward-looking statements include statements regarding the terms of the Tender Offer and any intention to redeem the Notes. In addition, forward-looking statements include statements about, among other things, future costs and prices of commodities, production volumes, industry trends, anticipated cost savings, anticipated benefits from new products, facilities, acquisitions or divestitures, projected results of operations, achievement of production efficiencies, capacity expansions, future prices and demand for our products and estimated cash flows and sufficiency of cash flows to fund capital expenditures. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in or implied by any forward-looking statement. Some of the important factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: (1) our ability to successfully implement our business strategy; (2) the success of past and future acquisitions and divestitures; (3) the cyclical nature of the aluminum industry, material adverse changes in the aluminum industry or our end-uses, such as global and regional supply and demand conditions for aluminum and aluminum products, and changes in our customers’ industries; (4) increases in the cost, or limited availability, of raw materials and energy; (5) our ability to enter into effective metal, energy and other commodity derivatives or arrangements with customers to manage effectively our exposure to commodity price fluctuations and changes in the pricing of metals, especially London Metal Exchange-based aluminum prices; (6) our ability to generate sufficient cash flows to fund our capital expenditure requirements and to meet our debt service obligations; (7) our ability to fulfill our substantial capital investment requirements; (8) our ability to retain the services of certain members of our management; (9) the loss of order volumes from any of our largest customers; (10) our ability to retain customers, a substantial number of whom do not have long-term contractual arrangements with us; (11) competitor pricing activity, competition of aluminum with alternative materials and the general impact of competition in the industry end-uses we serve; (12) risks of investing in and conducting operations on a global basis, including political, social, economic, currency and regulatory factors; (13) variability in general economic conditions on a global or regional basis; (14) current environmental liabilities and the cost of compliance with and liabilities under health and safety laws; (15) labor relations (i.e., disruptions, strikes or work stoppages) and labor costs; (16) our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur; (17) our levels of indebtedness and debt service obligations, including changes in our credit ratings, material increases in our cost of borrowing or the failure of financial institutions to fulfill their commitments to us under

committed credit facilities; (18) our ability to access the credit and capital markets; (19) the possibility that we may incur additional indebtedness in the future; (20) limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under the Senior Notes; and (21) other factors discussed in our filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” contained therein. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether in response to new information, futures events or otherwise, except as otherwise required by law.

# # #

EX-99.2

Exhibit 99.2

NEWS RELEASE	For Immediate Release
Media Contacts:	Investor Contact
Shannon Bennett	Eric Rychel
216.910.3664	216.910.3229
shannon.bennett@aleris.com	eric.rychel@aleris.com

Jason Saragian

216.910.3670

jason.saragian@aleris.com

ALERIS INTERNATIONAL, INC. ANNOUNCES CLOSING OF

SENIOR SECURED NOTES OFFERING

CLEVELAND, OH – April 4, 2016 – Aleris International, Inc. (the “Company”), the direct wholly owned subsidiary of Aleris Corporation (“Aleris”), today announced that it completed its previously announced offering of $550 million aggregate principal amount of 9.50% senior secured notes due 2021 (the “Notes”).

The Notes are guaranteed by Aleris and certain of the Company’s subsidiaries. The Notes are secured by a first-priority lien on substantially all of our and the guarantors’ owned and material U.S. real property, equipment and intellectual property and stock of the Company and the guarantors (other than Aleris) and other subsidiaries (including 100% of the outstanding non-voting stock (if any) and 65% of the outstanding voting stock of certain “first-tier” foreign subsidiaries and certain “first-tier” foreign subsidiary holding companies), but subject to permitted liens and excluding (i) inventory, accounts receivable, deposit accounts and related assets, which assets secure the Company’s $600 million asset backed revolving credit facility on a first-priority basis, (ii) the assets associated with the Company’s Lewisport, Kentucky facility and (iii) certain other excluded assets.

The net proceeds from the sale of the Notes will be used (i) to complete a cash tender offer (the “Tender Offer”) for any and all of its outstanding $434.9 million aggregate principal amount of 7 ⁵⁄₈% Senior Notes due 2018 (the “2018 Notes”), including the payment of related fees and expenses, (ii) to redeem and discharge any of its outstanding 2018 Notes that are not purchased in the Tender Offer, including the payment of related fees and expenses and any redemption premium, and (iii) for general corporate purposes, which may include working capital and/or capital expenditures.

The Notes were offered and sold in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.

The Notes have not been and 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 from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities 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 offer of the Notes was made only by means of a private offering memorandum.

This press release does not constitute an offer to purchase the 2018 Notes or a notice of redemption thereof.

(more)

About Aleris

Aleris is a privately held, global leader in aluminum rolled products serving diverse industries including aerospace, automotive, building and construction, commercial transportation and industrial manufacturing. Headquartered in Cleveland, Ohio, Aleris operates production facilities in North America, Europe and Asia. For more information, visit www.aleris.com.

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements about our beliefs and expectations and statements containing the words “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “look forward to,” “intend” and similar expressions intended to connote future events and circumstances constitute forward-looking statements. Forward-looking statements include statements regarding the expected use of proceeds from the offering. In addition, forward-looking statements include statements about, among other things, future costs and prices of commodities, production volumes, industry trends, anticipated cost savings, anticipated benefits from new products, facilities, acquisitions or divestitures, projected results of operations, achievement of production efficiencies, capacity expansions, future prices and demand for our products and estimated cash flows and sufficiency of cash flows to fund capital expenditures. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in or implied by any forward-looking statement. Some of the important factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: (1) our ability to successfully implement our business strategy; (2) the success of past and future acquisitions and divestitures; (3) the cyclical nature of the aluminum industry, material adverse changes in the aluminum industry or our end-uses, such as global and regional supply and demand conditions for aluminum and aluminum products, and changes in our customers’ industries; (4) increases in the cost, or limited availability, of raw materials and energy; (5) our ability to enter into effective metal, energy and other commodity derivatives or arrangements with customers to manage effectively our exposure to commodity price fluctuations and changes in the pricing of metals, especially London Metal Exchange-based aluminum prices; (6) our ability to generate sufficient cash flows to fund our capital expenditure requirements and to meet our debt service obligations; (7) our ability to fulfill our substantial capital investment requirements; (8) our ability to retain the services of certain members of our management; (9) the loss of order volumes from any of our largest customers; (10) our ability to retain customers, a substantial number of whom do not have long-term contractual arrangements with us; (11) competitor pricing activity, competition of aluminum with alternative materials and the general impact of competition in the industry end-uses we serve; (12) risks of investing in and conducting operations on a global basis, including

political, social, economic, currency and regulatory factors; (13) variability in general economic conditions on a global or regional basis; (14) current environmental liabilities and the cost of compliance with and liabilities under health and safety laws; (15) labor relations (i.e., disruptions, strikes or work stoppages) and labor costs; (16) our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur; (17) our levels of indebtedness and debt service obligations, including changes in our credit ratings, material increases in our cost of borrowing or the failure of financial institutions to fulfill their commitments to us under committed credit facilities; (18) our ability to access the credit and capital markets; (19) the possibility that we may incur additional indebtedness in the future; (20) limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under the Senior Notes; and (21) other factors discussed in our filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” contained therein. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether in response to new information, futures events or otherwise, except as otherwise required by law.

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