8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: November 30, 2017

Real Industry, Inc.

Delaware	001-08007	46-3783818
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17 State Street, Suite 3811

New York, NY 10004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 435-1255

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01  Other Events.   Item 8.01  Other Events.  

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

As previously announced, on November 17, 2017, Real Industry, Inc. (the “Company”) and Real Alloy Intermediate Holding, LLC (“RAIH”), Real Alloy Holding, Inc. (“Real Alloy”) and certain of the Real Alloy U.S. subsidiaries (collectively, the “Real Alloy Debtors”, and together with the Company, the “Debtors”) filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in the jointly administered proceedings, “In re Real Industry, Inc., et al.”, Case No. 17-12464 (the “Chapter 11 Proceedings”). On November 20 and 21, 2017, the Real Alloy Debtors secured debtor-in-possession financing from Bank of America, N.A., the Real Alloy Debtors’ prepetition asset-based lender, and certain holders of the Real Alloy Debtors’ prepetition senior-secured notes (the “DIP Financing”). This DIP Financing includes covenants regarding compliance by the Real Alloy Debtors with certain milestones in the Chapter 11 Proceedings, including retention of a chief restructuring officer satisfactory to the providers of the DIP Financing.

On November 30, 2017, in accordance with the requirements of the DIP Financing, RAIH engaged M-III Advisory Partners, LP (“M-III”) to provide restructuring and advisory services (the “Services”) to RAIH and the other Real Alloy Debtors in connection with the Chapter 11 Proceedings, and retained Mohsin Y. Meghji to serve as Chief Restructuring Officer (“CRO”) of the Real Alloy Debtors.

The Services will include:

· supervision and assistance with obtaining and presenting information required by the Bankruptcy Court, any creditors’ committees and other parties in interest to the Chapter 11 Proceedings;

· supervision and assistance in developing and administering short-term cash-flow forecasting and cash management planning;

· assisting the Real Alloy Debtors with the development of a business plan, restructuring plans, or strategic alternatives to maximize enterprise value and related forecasts required by creditor constituencies;

· supervision and assistance of the other professionals representing the Real Alloy Debtors or their stakeholders to coordinate and facilitate the restructuring goals;

· assisting the Real Alloy Debtors in communications and negotiations with outside constituents, including creditors, trade vendors and their advisors;

· provision of other services as requested or as reasonable and customary for a CRO in connection with the administration and prosecution of a bankruptcy proceeding; and

· in coordination with the RAIH Board of Directors (the “RAIH Board”), serving as principal liaison to the Real Alloy Debtors’ creditor constituencies and other stakeholders with respect to Real Alloy’s financial and operational matters and leading efforts of the Real Alloy Debtors and their advisors to develop and implement restructuring plans and other strategic alternatives, including the sale process in order to maximize Real Alloy enterprise value.

M-III anticipates that the Services will be initially provided by Mr. Meghji as CRO and one other M-III employee, with expansion of this team as necessary and cost-efficient, and as determined in consultation with the RAIH Board. Mr. Meghji and other M-III personnel providing the Services to the Real Alloy Debtors will remain employed by M-III, and will serve as independent contractors to the Real Alloy Debtors, and shall have no fiduciary duties to the Real Alloy Debtors. Mr. Meghji will report to the RAIH Board during the engagement.

Fees for the Services, along with the reasonable and documented out-of-pocket expenses of M-III personnel, will be invoiced to RAIH on a monthly basis, with hourly rates varying from $375 per hour for associates, $450 per hour for senior associates, $650 per hour for directors, to $950 per hour for managing partners, including Mr. Meghji. Concurrent with the engagement of M-III, RAIH has paid M-III a retainer of $125,000, which retainer is to be held by M-III for the duration of the engagement and applied to the final bill from M-III. In the event that M-III applies any portion of the retainer to any fees or expenses owing from RAIH prior to the final invoice, RAIH must replenish the full retainer amount. M-III will file monthly reports with the Bankruptcy Court to report on their compensation earned and expenses incurred.

The engagement between M-III and RAIH may be terminated by either party upon ten (10) business days’ written notice, without further obligation beyond confidentiality, settlement of outstanding amounts, a one-year mutual non-solicitation of the other party’s employees and contractors, and a three-year prohibition on M-III making an investment in any Real Alloy Debtor. RAIH has agreed to indemnify and hold harmless the CRO and each M-III employee participating in the engagement from and against any and all claims asserted against them arising out of, or in connection with, the engagement, unless such losses arise

from such individual’s bad faith, willful misconduct or gross negligence. Further, RAIH will indemnify the CRO and any other M-III employee who serves as an officer or director of a Real Alloy affiliate to the fullest extent as the other directors and officers of such Real Alloy Debtor entities are protected by law, charter, bylaw, contract or otherwise. Such individuals shall also be covered by the director and officer insurance policies of the Company (and if not available, by supplemental insurance policy).

Mr. Meghji, age 52,  has served as the Founder and Managing Partner of M-III since February 2014. He also is currently the Chairman and CEO of MIII Acquisition Corp., a NASDAQ listed special purpose acquisition company, which he joined in August 2015. Mr. Meghji has more than 25 years of professional experience advising companies that are experiencing financial, operational, or strategic transitions and in maximizing value for shareholders and other stakeholders of such entities. In connection with this work, he has held management and advisory roles in partnership with some of the world’s leading financial institutions, private equity and distressed hedge fund investors. Mr. Meghji’s most recent corporate role was as Executive Vice President and Head of Strategy at Springleaf (NYSE-listed in late 2013 and now known as OneMain Holdings, Inc.), as well as Chief Executive Officer of Springleaf’s captive insurance companies, from January 2012 to February 2014. Prior to Springleaf, Mr. Meghji served as a Senior Managing Director at C-III Capital Partners, LLC, a real-estate focused merchant banking firm, from October to December 2011. Mr. Meghji co-founded Loughlin Meghji + Company, a privately-held financial advisory firm and leading U.S. restructuring boutique, and he served as a Principal and Managing Director there from February 2002 to October 2011. During his tenure with Loughlin Meghji + Company, Mr. Meghji periodically served as Chief Restructuring Officer (or analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation, Pappas Telecasting in 2008, Capmark Finance, Inc. in 2009, and Medical Staffing Network in 2010. Mr. Meghji has served as an independent director of Toys “R” Us, Inc. since September 2017 and of Philadelphia Energy Solutions since August 2017. Previously, he was appointed as an independent director of MS Resorts in connection with the filing of its bankruptcy petition and served in such capacity from January 2011 through February 2013.

Earlier in his career, Mr. Meghji was with Arthur Andersen & Co. from 1987 to 2002 in the firm’s London, Toronto and New York offices, including as a Partner in the Global Corporate Finance group from 2001 to 2002. He has served as a director on a number of corporate boards including Mariner Health Care Inc. from 2002 to 2004, Cascade Timberlands, LLC from 2004 to 2005 and MS Resorts from January 2011 to February 2013. Mr. Meghji is a graduate of the Schulich School of Business, York University, Canada and has taken executive courses at the INSEAD School of Business in France. He has previously qualified as a U.K. and Canadian Chartered Accountant as well as a U.S. Certified Turnaround Professional.

Mr. Meghji has no family relationship with any director or executive officer of any Debtor and has not been involved in any related person transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 4, 2017, the Debtors filed their unaudited initial monthly operating report (the “Initial Operating Report”) with the Bankruptcy Court in the Chapter 11 Proceedings.  A copy of this report is contained in the attached Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibits hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed herein.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and in Exhibit 99.1 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Cautionary Note Regarding the Initial Operating Report

The Initial Operating Report has been prepared by the Debtors solely for the purpose of complying with the monthly reporting requirements in the Chapter 11 Proceedings and is in a format acceptable to the United States Trustee. Any financial information contained therein is limited in scope and covers a limited time period. Such information is preliminary and unaudited, and is not prepared in accordance with U.S. generally accepted accounting principles (GAAP).

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in its securities during the pendency of the Chapter 11 Proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of such securities in the Chapter 11 Proceedings.

Additional Information on the Chapter 11 Proceedings

Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/realindustry.  Additional information on Real Industry can be found at its website www.realindustryinc.com.  

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on our current expectations, estimates, and projections about the businesses and prospects of the Company, Real Alloy and their subsidiaries (“we” or “us”), as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements discuss, among other matters: our financial and operational results, as well as our expectations for future financial trends and performance of our business in future periods; our strategy; risks and uncertainties associated with Chapter 11 proceedings; the negative impacts on our businesses as a result of filing for and operating under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11 plan of reorganization for our businesses; the adequacy of the capital resources of our businesses and the difficulty in forecasting the liquidity requirements of the operations of our businesses; the unpredictability of our financial results while in Chapter 11 proceedings; our ability to discharge claims in Chapter 11 proceedings; negotiations with the holders of Real Alloy’s Senior Secured Notes, its asset-based facility lender, and its trade creditors; risks and uncertainties with performing under the terms of the debtor-in-possession (“DIP”) financing and any other arrangement with lenders or creditors while in Chapter 11 proceedings; our ability to operate our businesses within the terms of any DIP financing; our forecasted uses of funds in our DIP budget; the impact of Real Alloy’s Chief Restructuring Officer on its restructuring efforts and negotiations with creditors and other stakeholders in the Chapter 11 proceedings; our ability to retain employees, suppliers and customers as a result of Chapter 11 proceedings; Real Alloy’s ability to conduct business as usual in the United States and worldwide; Real Alloy’s ability to continue to serve customers, suppliers and other business partners at the high level of service and performance they have come to expect from Real Alloy; Real Alloy’s ability to continue to pay suppliers; Real Alloy’s ability to fund ongoing business operations through the DIP financing; the use of the funds anticipated to be received in the DIP financing; the ability to control costs during Chapter 11 proceedings; the risk that our Chapter 11 proceedings may be converted to cases under Chapter 7 of the Bankruptcy Code; the ability of the Company to preserve and utilize the NOLs following Chapter 11 proceedings; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’s ability to execute on its strategic plan to evaluate and close potential M&A opportunities; our long-term outlook; our preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such differences include, but are not limited to, the decisions of the bankruptcy court; negotiations with Real Alloy’s debtholders and our creditors; our ability to meet the requirements, and compliance with the terms, including restrictive covenants, of the DIP financing and any other financial arrangement while in Chapter 11 proceedings; changes in our operational or cash needs from the assumptions underlying our DIP budgets and forecasts; changes in our cash needs as compared to our historical operations or our planned reductions in operating expense; adverse litigation; changes in domestic and international demand for recycled aluminum; the cyclical nature and general health of the aluminum industry and related industries; commodity and scrap price fluctuations and our ability to enter into effective commodity derivatives or arrangements to effectively manage our exposure to such commodity price fluctuations; inventory risks, commodity price risks, and energy risks associated with Real Alloy’s buy/sell business model; the impact of tariffs and trade regulations on our operations; the impact of any changes in U.S. or non-U.S. tax laws on our operations or the value of our NOLs; our ability to successfully identify, acquire and integrate additional companies and businesses that perform and meet

expectations after completion of such acquisitions; our ability to achieve future profitability; our ability to control operating costs and other expenses; that general economic conditions may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting our current business operations and/or our legacy businesses, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Real Industry, Inc.’s Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 10, 2017, August 8, 2017 and November 9, 2017 and Form 10-K filed with the SEC on March 13, 2017, and similar disclosures in subsequent reports filed with the SEC. 

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS.  The following exhibits are filed herewith:

Exhibit 99.1Initial Monthly Operating Report to the Bankruptcy Court, dated December 4, 2017.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Initial Monthly Operating Report to the Bankruptcy Court, dated December 4, 2017.

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 thereunto duly authorized.

	REAL INDUSTRY, INC.
Date: December 6, 2017	By:	/s/ Kelly G. Howard
	Name:	Kelly G. Howard
	Title:	Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtor
INITIAL MONTHLY OPERATING REPORT
File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.
Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation.
Bank accounts and checks must bear the name of the debtor, the case number, and the designation "Debtor in Possession."
Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution.
		Document		Explanation
REQUIRED DOCUMENTS		Attached		Attached
12-Month Cash Flow Projection (Form IR-1)		Yes		13 Week DIP Budget Attached
Certificates of Insurance:
Workers Compensation		Yes
Property		Yes
General Liability		Yes
Vehicle		Yes
Other:		Yes
Identify areas of self-insurance w/liability caps
Evidence of Debtor in Possession Bank Accounts
Tax Escrow Account		Yes		Cash Management Order and exhibits attached.
General Operating Account
Money Market Account pursuant to Local Rule 4001-3. Refer to http://www.deb.uscourts.gov/
Other:
Retainers Paid (Form IR-2)		Yes
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.
Signature of Debtor			Date
Signature of Joint Debtor			Date
/s/ Michael J. Hobey			12-4-2017
Signature of Authorized Individual*			Date
Michael J. Hobey			Interim Chief Executive Officer
Printed Name of Authorized Individual			Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

(4/07)

DIP Budget																											13- Week Total
($Thousands)	11/24/17		12/01/17		12/08/17		12/15/17		12/22/17		12/29/17		01/05/18		01/12/18		01/19/18		01/26/18		02/02/18		02/09/18		02/16/18		11/24 - 2/16
	Week 1		Week 2		Week 3		Week 4		Week 5		Week 6		Week 7		Week 8		Week 9		Week 10		Week 11		Week 12		Week 13
Operating Receipts	$	16,844	$	14,751	$	14,751	$	14,751	$	16,589	$	12,096	$	13,596	$	13,596	$	12,983	$	12,983	$	12,983	$	12,983	$	13,430	$	182,334
Canadian Receipts		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Additional Business Risk		—		—		—		—		—		—		(190)		(190)		(190)		(190)		(190)		(190)		(190)		(1,333)
Receipts Timing		(1,684)		(1,475)		(1,475)		(1,475)		—		—		—		—		—		—		—		—		—		(6,110)
Total Operating Receipts	$	15,159	$	13,276	$	13,276	$	13,276	$	16,589	$	12,096	$	13,405	$	13,405	$	12,792	$	12,792	$	12,792	$	12,792	$	13,239	$	174,891
Operating Disbursements
Payroll / Benefits		(960)		(2,060)		(960)		(2,060)		(960)		(2,060)		(897)		(897)		(1,606)		(1,606)		(1,655)		(1,719)		(1,719)		(19,158)
Recycling / Scrap		(17,131)		(17,685)		(11,175)		(9,675)		(9,675)		(8,136)		(7,951)		(7,951)		(7,554)		(7,554)		(7,626)		(7,722)		(7,722)		(127,558)
Capital Expenditures		(424)		(424)		(423)		(423)		(423)		(423)		(323)		(324)		(357)		(357)		(315)		(258)		(258)		(4,732)
Health Savings Account		—		—		—		—		—		—		—		—		—		(1,000)		—		—		—		(1,000)
Reduction in Accounts Payable		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Other		(2,664)		(2,663)		(2,775)		(2,774)		(2,773)		(2,772)		(2,771)		(2,889)		(1,953)		(2,123)		(1,979)		(2,012)		(2,012)		(32,159)
Total Operating Disbursements	$	(21,179)	$	(22,832)	$	(15,333)	$	(14,932)	$	(13,831)	$	(13,391)	$	(11,942)	$	(12,062)	$	(11,470)	$	(12,640)	$	(11,574)	$	(11,711)	$	(11,711)	$	(184,607)
Total Net Operating Cash Flow	$	(6,019)	$	(9,556)	$	(2,057)	$	(1,656)	$	2,758	$	(1,295)	$	1,463	$	1,344	$	1,322	$	152	$	1,219	$	1,081	$	1,528	$	(9,716)
Restructuring / Non-Op. Disbursements:
Professional Fees		—		—		—		—		—		—		(2,708)		—		—		—		(4,705)		—		—		(7,413)
KEIP / KERP		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Collateral Audit / Appraisal		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Margin		(5,500)		—		—		—		—		—		—		—		—		—		—		—		—		(5,500)
First Day Motion Items		(2,331)		—		—		—		—		—		—		—		—		—		—		—		—		(2,331)
Prepetition Roll-Up Interest		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Foreign Sub. Interest		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Foreign Sub. Ticking Fee		—		—		—		—		—		—		—		—		—		—		—		—		—		—
DIP Fees & Expenses		(5,760)		—		—		—		—		(42)		—		—		—		—		—		—		—		(5,802)
DIP Interest: ABL		—		(89)		—		—		—		(361)		—		—		—		—		(372)		—		—		(823)
DIP Interest: New Money		—		(166)		—		—		—		(333)		—		—		—		—		(333)		—		—		(831)
Total Restructuring / Non-Op.	$	(13,591)	$	(255)	$	—	$	—	$	—	$	(736)	$	(2,708)	$	—	$	—	$	—	$	(5,410)	$	—	$	—	$	(22,699)
Total Net Cash Flow - After Restructuring Items	$	(19,610)	$	(9,811)	$	(2,057)	$	(1,656)	$	2,758	$	(2,031)	$	(1,245)	$	1,344	$	1,322	$	152	$	(4,191)	$	1,081	$	1,528	$	(32,416)
DIP Financing: ABL
Beg. Balance		—		81,964		91,774		93,831		95,487		92,729		94,760		96,005		94,661		93,339		93,187		97,378		96,298		—
DIP Proceeds		81,964		—		—		—		—		—		—		—		—		—		—		—		—		81,964
DIP Draw		—		9,811		2,057		1,656		—		2,031		1,245		—		—		—		4,191		—		—		20,990
DIP Paydown		—		—		—		—		(2,758)		—		—		(1,344)		(1,322)		(152)		—		(1,081)		(1,528)		(8,184)
DIP Balance	$	81,964	$	91,774	$	93,831	$	95,487	$	92,729	$	94,760	$	96,005	$	94,661	$	93,339	$	93,187	$	97,378	$	96,298	$	94,770	$	94,770
Effective Borrowing Base		99,315		99,315		99,315		102,500		102,500		102,500		102,500		102,500		102,500		102,500		102,500		102,500		101,738		101,738
Availability		17,351		7,540		5,483		7,013		9,771		7,740		6,495		7,839		9,161		9,313		5,122		6,202		6,968		6,968
Interim Availability Cap		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Interim Availability		—		—		—		—		—		—
New Money DIP Notes
Beg. Balance		—		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		35,000		—
DIP Proceeds		35,000		—		—		—		—		—		—		—		—		—		—		—		—		35,000
DIP Draw		—		—		—		—		—		—		—		—		—		—		—		—		—		—
DIP Balance	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000	$	35,000
Availability												30,000		30,000		30,000		30,000		30,000		30,000		30,000		30,000		30,000
Interim Availability		—		—		—		—		—
Roll-Up Obligations
Beg. Balance		170,000		170,000		170,710		170,710		170,710		170,710		172,132		172,132		172,132		172,132		172,132		173,567		173,567		170,000
PIK Interest		—		710		—		—		—		1,423		—		—		—		—		1,434		—		—		3,567
Ending Balance		170,000		170,710		170,710		170,710		170,710		172,132		172,132		172,132		172,132		172,132		173,567		173,567		173,567		173,567
Foreign Sub. DIP Notes Facility
Beg. Balance		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Draw / (Paydown)		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Ending Balance		—		—		—		—		—		—		—		—		—		—		—		—		—		—
ABL Loan Balance
Beginning Balance		99,993																										99,993
ABL (Paydown)/Draw		(99,993)																										(99,993)
ABL Ending Balance	$	—																									$	—
Letters of Credit
Total ABL Use
Effective Borrowing Base
ABL Availability
Cash
Beg. Cash	$	2,639	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	2,639
Net Cash Flow		(19,610)		(9,811)		(2,057)		(1,656)		2,758		(2,031)		(1,245)		1,344		1,322		152		(4,191)		1,081		1,528		(32,416)
ABL Borrowing / (Repayment)		(99,993)		—		—		—		—		—		—		—		—		—		—		—		—		(99,993)
DIP Term Loan		35,000		—		—		—		—		—		—		—		—		—		—		—		—		35,000
DIP ABL Borrowing / (Repayment)		81,964		9,811		2,057		1,656		(2,758)		2,031		1,245		(1,344)		(1,322)		(152)		4,191		(1,081)		(1,528)		94,770
Ending Cash Balance (US & Canada)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Minimum Cash Balance	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Liquidity
DIP ABL		17,351		7,540		5,483		7,013		9,771		7,740		6,495		7,839		9,161		9,313		5,122		6,202		6,968		6,968
New Money DIP Notes		—		—		—		—		—		30,000		30,000		30,000		30,000		30,000		30,000		30,000		30,000		30,000
Cash on Balance Sheet		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total Liquidity	$	17,351	$	7,540	$	5,483	$	7,013	$	9,771	$	37,740	$	36,495	$	37,839	$	39,161	$	39,313	$	35,122	$	36,202	$	36,968	$	36,968

	CERTIFICATE OF LIABILITY INSURANCE				DATE (MM/DD/YYYY) 12/1/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 500 First Street Suite 2700 Wausau WI 54403			CONTACT NAME:Dawn Linski
			PHONE (A/C, No, Ext): 920/380-2214	FAX (A/C, No):920/734-3637
			E-MAIL ADDRESS:Dawn_Linski@ajg.com
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURERA:Sentry Insurance a Mutual Company			24988
INSURED Real Alloy Holding, Inc. 3700 Park East Drive, Suite 300 Beachwood, OH 44122		REALALL-01	INSURERB:Travelers Property Casualty Co of America			25674
			INSURERC:Sentry Casualty Company			28460
			INSURERD:Great American Insurance Company			16691
			INSURERE:Federal Insurance Company			20281
			INSURER F :
COVERAGES		CERTIFICATENUMBER:201832320	REVISIONNUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL INSD

SUBR WVD

POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY)

LIMITS

A

X

COMMERCIAL GENERAL LIABILITY

902019902

2/27/2017

2/27/2018

EACH OCCURRENCE

$2,000,000

CLAIMS-MADE

X

OCCUR

DAMAGE TO RENTED PREMISES (Ea occurrence)

$1,000,000

________________________________________

MED EXP (Any one person)

$10,000

________________________________________

PERSONAL & ADV INJURY

$2,000,000

GEN'L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

$4,000,000

X

POLICY

PROJECT

LOC

PRODUCTS - COMP/OP AGG

$4,000,000

OTHER:

$

A

AUTOMOBILE LIABILITY

902019903

2/27/2017

2/27/2018

COMBINED SINGLE LIMIT (Ea accident)

$2,000,000

X

ANY AUTO

BODILY INJURY (Per person)

$

OWNED AUTOS ONLY

SCHEDULED AUTOS

BODILY INJURY (Per accident)

$

HIRED AUTOS ONLY

NON-OWNED AUTOS ONLY

PROPERTY DAMAGE (Per accident)

$

$

B

X

UMBRELLA LIAB

X

OCCUR

ZUP91M2640617NF

2/27/2017

2/27/2018

EACH OCCURRENCE

$25,000,000

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

$25,000,000

DED

X

RETENTION $10,000

$

C

WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N

902019901

2/27/2017

2/27/2018

X

PERSTATUTE

OTHER

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

N / A

E.L. EACH ACCIDENT

$1,000,000

(Mandatory in NH)

E.L. DISEASE - EA EMPLOYEE

$1,000,000

If yes, describe under DESCRIPTION OF OPERATIONS below

E.L. DISEASE - POLICY LIMIT

$1,000,000

D   E

Excess Liability($50M x $25M) Excess Liability($25M x $50M)

TUE461596300 79880457

2/27/2017 2/27/2017

2/27/2018 2/27/2018

Each Occurrence Limit Each Occurrence Limit

$50,000,000 $25,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Named Insured applicable to the General Liability, Commercial Auto, Workers Compensation Polices: Real Alloy Holding, Inc. Real Alloy Recycling, Inc. The insured will notify the certificate holder in the event that any of the above policies are cancelled

CERTIFICATE HOLDER

CANCELLATION

Office of The United States Trustee 844 King Street Suite 2207 Lockbox 35 Wilmington DE 19801

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

	© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD  25 (2016/03)	The ACORD name and logo are registered marks of ACORD.

	CERTIFICATE OF PROPERTY INSURANCE				DATE (MM/DD/YYYY) 12/1/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 245 South Executive Drive Suite 200 Brookfield WI 53005			CONTACTNAME:
			PHONE (A/C, No, Ext): 800-345-0275	FAX (A/C, No):262-792-1712
			E-MAIL ADDRESS:
			PRODUCER CUSTOMER ID:REALALL-01
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURERA:American Home Assurance Company			19380
INSURED Real Alloy Holding, Inc. 3700 Park East Drive, Suite 300 Beachwood, OH 44122			INSURERB:
			INSURERC:
			INSURERD:
			INSURERE:
			INSURER F :
COVERAGES		CERTIFICATENUMBER:2027016575	REVISIONNUMBER:

LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LTR	TYPE OF INSURANCE			POLICY NUMBER	POLICY EFFECTIVE DATE (MM/DD/YYYY)		POLICY EXPIRATION DATE (MM/DD/YYYY)	COVERED PROPERTY		LIMITS
A	X	PROPERTY							BUILDING	$
	CAUSES OF LOSS		DEDUCTIBLES	016453927	11/1/2017		2/27/2019		PERSONAL PROPERTY	$
		BASIC	BUILDING						BUSINESS INCOME	$
		BROAD						X	EXTRA EXPENSE	$ 25,000,000
	X	SPECIAL						X	RENTAL VALUE	$ 150,000,000
	X	EARTHQUAKE	50,000,000					X	BLANKET BUILDING	$ 150,000,000
		WIND							BLANKET PERS PROP	$
	X	FLOOD	50,000,000						BLANKET BLDG & PP	$
	X	EB	150,000,000							$
										$
		INLAND MARINE		TYPE OF POLICY						$
	CAUSES OF LOSS									$
		NAMED PERILS		POLICY NUMBER						$
										$
		CRIME								$
	TYPE OF POLICY									$
										$
		BOILER & MACHINERY / EQUIPMENT BREAKDOWN								$
										$
										$
										$
SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insured will notify the certificate holder in the event that any of the above policies are cancelled
CERTIFICATE HOLDER						CANCELLATION
Office of The United States Trustee 844 King Street Suite 2207 Lockbox 35 Wilmington DE 19801						SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
						AUTHORIZED REPRESENTATIVE

	© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD  25 (2016/03)	The ACORD name and logo are registered marks of ACORD.

	CERTIFICATE OF LIABILITY INSURANCE				DATE (MM/DD/YYYY) 12/1/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 245 South Executive Drive Suite 200 Brookfield WI 53005			CONTACT NAME:
			PHONE (A/C, No, Ext): 800-345-0275	FAX (A/C, No):262-792-1712
			E-MAIL ADDRESS:
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURERA: Federal Insurance Company			20281
INSURED Real Industry, Inc. 17 State Street, Ste. 3811 New York NY 10004		REALIND-02	INSURERB:
			INSURERC:
			INSURERD:
			INSURERE:
			INSURER F :
COVERAGES		CERTIFICATENUMBER:1135683199	REVISIONNUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.   NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL INSD

SUBR WVD

POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY)

LIMITS

COMMERCIAL GENERAL LIABILITY

EACH OCCURRENCE

$

CLAIMS-MADE

OCCUR

DAMAGE TO RENTED PREMISES (Ea occurrence)

$

________________________________________

MED EXP (Any one person)

$

________________________________________

PERSONAL & ADV INJURY

$

GEN'L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

$

POLICY

PROJECT

LOC

PRODUCTS - COMP/OP AGG

$

OTHER:

$

A

AUTOMOBILE LIABILITY

Y

Y

(17) 73253487

1/1/2017

1/1/2018

COMBINED SINGLE LIMIT (Ea accident)

$1,000,000

ANY AUTO

BODILY INJURY (Per person)

$

OWNED AUTOS ONLY

SCHEDULED AUTOS

BODILY INJURY (Per accident)

$

X

HIRED AUTOS ONLY

NON-OWNED AUTOS ONLY

PROPERTY DAMAGE (Per accident)

$

$

A

X

UMBRELLA LIAB

OCCUR

Y

Y

79826594

1/1/2017

1/1/2018

EACH OCCURRENCE

$5,000,000

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

$5,000,000

DED

RETENTION $

$

WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N

PERSTATUTE

OTHER

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

N / A

E.L. EACH ACCIDENT

$

(Mandatory in NH)

E.L. DISEASE - EA EMPLOYEE

$

If yes, describe under DESCRIPTION OF OPERATIONS below

E.L. DISEASE - POLICY LIMIT

$

A

Crime

82500819

7/11/2017

7/11/2018

Employee Theft Covera Retention

10,000,000.00 250,000.00

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insured will notify the certificate holder in the event that any of the above policies are cancelled.

CERTIFICATE HOLDER

CANCELLATION

Office of The United States Trustee 844 King Street Suite 2207 Lockbox 35 Wilmington DE 19801

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

	© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD  25 (2016/03)	The ACORD name and logo are registered marks of ACORD.

	CERTIFICATE OF PROPERTY INSURANCE				DATE (MM/DD/YYYY) 12/1/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 500 1st Street, Suite 2700 Wausau WI 54403			CONTACT NAME:Dawn Linski
			PHONE (A/C, No, Ext): 920-380-2214	FAX (A/C, No):920-734-3637
			E-MAIL ADDRESS:Dawn_Linski@ajg.com
			PRODUCER CUSTOMER ID: SIGNGRO-05
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURERA:Federal Insurance Company			20281
INSURED REAL INDUSTRY, INC. 17 State Street, Ste. 3811 New York, NY 10004			INSURERB:
			INSURERC:
			INSURERD:
			INSURERE:
			INSURER F :
COVERAGES		CERTIFICATENUMBER:1479993599	REVISIONNUMBER:

LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LTR	TYPE OF INSURANCE			POLICY NUMBER	POLICY EFFECTIVE DATE (MM/DD/YYYY)		POLICY EXPIRATION DATE (MM/DD/YYYY)	COVERED PROPERTY		LIMITS
A	X	PROPERTY							BUILDING	$
	CAUSES OF LOSS		DEDUCTIBLES	35357851WCE	1/1/2017		1/1/2018	X	PERSONAL PROPERTY	$174,250
		BASIC	BUILDING					X	BUSINESS INCOME	$512,500
		BROAD							EXTRA EXPENSE	$
	X	SPECIAL	CONTENTS $10,000						RENTAL VALUE	$
		EARTHQUAKE							BLANKET BUILDING	$
		WIND							BLANKET PERS PROP	$
		FLOOD							BLANKET BLDG & PP	$
								X	Fine Arts	$2,892,000
										$
		INLAND MARINE		TYPE OF POLICY						$
	CAUSES OF LOSS									$
		NAMED PERILS		POLICY NUMBER						$
										$
		CRIME								$
	TYPE OF POLICY									$
										$
		BOILER & MACHINERY / EQUIPMENT BREAKDOWN								$
										$
										$
										$
SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insured will notify the certificate holder in the event that any of the above policies are cancelled
CERTIFICATE HOLDER						CANCELLATION
Office of The United States Trustee 844 King Street Suite 2207 Lockbox 35 Wilmington DE 19801						SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
						AUTHORIZED REPRESENTATIVE

	© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD  25 (2016/03)	The ACORD name and logo are registered marks of ACORD.

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	)
In re:	)	Chapter 11
	)
REAL INDUSTRY, INC., et al.,1	)	Case No. 17-12464 (KJC)
	)
Debtors.	)	Jointly Administered
	)
	)	Ref. Docket No. 14

INTERIM ORDER (I) AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO (A) CONTINUE USING THEIR CASH MANAGEMENT SYSTEMs, (B) MAINTAIN EXISTING Bank ACCOUNTS AND BUSINESS FORMS, AND (C) CONTINUE CONDUCTING INTERCOMPANY TRANSACTIONS IN THE ORDINARY COURSE; (II) GRANTING ADMINISTRATIVE PRIORITY STATUS TO INTERCOMPANY CLAIMS; AND (III) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of Real Industry, Inc. (“Real Industry”) and its affiliated debtors and debtors-in-possession (the “Real Alloy Debtors,” and with Real Industry, collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) for entry of interim and final orders, pursuant to sections 105, 345, 363, 364, and 503 of the Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and Local Rules 2015-2 and 9013-1: (a) authorizing, but not directing, the Debtors to (i) maintain and continue using their cash management systems and honor certain prepetition obligations related thereto, (ii) maintain their Accounts and continue using existing checks, business forms, and records, and (iii) continue conducting intercompany transactions in the ordinary course; (b) granting administrative priority status to postpetition intercompany claims; and (c) granting related relief, all as more fully set

1The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Real Industry, Inc. (3818), Real Alloy Intermediate Holding, LLC (7447), Real Alloy Holding, Inc. (2396), Real Alloy Recycling, Inc. (9798), Real Alloy Bens Run, LLC (3083), Real Alloy Specialty Products, Inc. (9911), Real Alloy Specification, Inc. (9849), ETS Schaefer, LLC (9350), and RA Mexico Holding, LLC (4620).  The principal place of business for the Real Alloy Debtors is 3700 Park East Drive, Suite 300, Beachwood, Ohio 44122.

2Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Motion.

forth in the Motion; and upon the First Day Declaration; and upon the record of the hearing on the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having found that good and sufficient cause exists for the relief granted by this Order, it is hereby

ORDERED, ADJUDGED, AND DECREED THAT:

1.     The Motion is GRANTED on an interim basis, as set forth herein.

2.     The Debtors are authorized to maintain the Cash Management Systems in accordance with their prepetition practices, as described in the Motion, except as otherwise set forth herein.

3.     Except as otherwise set forth herein, the Debtors are authorized but not directed to: (a) continue using the Cash Management Systems and honor any prepetition obligations related to the use thereof; (b) designate, maintain,  and continue to use on an interim basis any or all of their existing  Accounts identified on Exhibit 1and Exhibit 2hereto, in the names and with the account numbers existing immediately before the Petition Date; (c) deposit funds in and withdraw funds from the Accounts by all usual means, including checks, wire transfers, ACH transfers, and other debits; and (d) treat their prepetition Accounts for all purposes as debtor in possession accounts. 

4.     The Debtors are authorized to open any new bank accounts or close any existing Bank Accounts as they may deem necessary and appropriate in their sole discretion; provided, however, that the Debtors give notice within fifteen (15) days to the Office of the United States Trustee for the District of Delaware and any statutory committees appointed in these chapter 11 cases; provided, further, however that the Debtors shall open any such new Bank Account only if such account is (i) insured with the FDIC, and (ii) at a bank that has executed a Uniform Depository Agreement with the Office of the United States Trustee for the District of Delaware, or is willing to immediately execute such an agreement; and provided further that the opening and closing of any bank account shall be in accordance with the terms of the Debtors’ postpetition financing facility (the “DIP Facility”) and the terms of any interim and/or final orders approving the DIP Facility and the use of cash collateral (collectively, the “DIP Orders”); and further, except for any utility deposit account, any bank accounts opened by any of the Debtors on or after the Petition Date shall be subject to the liens granted under the DIP Orders.  All accounts opened by any of the Debtors on or after the Petition Date consistent with the terms of this paragraph shall, for purposes of this Interim Order, be deemed Bank Accounts as if they had been listed on Exhibit 1 or Exhibit 2 hereof.

5.     The Debtors are authorized, but not directed, to continue using, in their present form, the Business Forms as well as checks and other documents related to the Accounts existing immediately before the Petition Date; provided, that the Debtors will use reasonable efforts during the pendency of these chapter 11 cases to include a stamp on invoices and checks to reference the Debtors’ status as debtors in possession and the main bankruptcy case number; and provided further that once the Debtors' existing checks have been used, the Debtors shall, when reordering checks, require the designation "Debtor in Possession" and the main bankruptcy case

number on all checks; and provided further that, with respect to checks which the Debtors or their agents print themselves, the Debtors shall begin printing the “Debtor in Possession” legend and the main bankruptcy case number on such items within ten (10) days of the date of entry of this Order.

6.     Except as otherwise provided in this Interim Order and only to the extent sufficient funds are available in each applicable Account, all Banks at which the Accounts are maintained are directed to continue to service and administer the Accounts as accounts of the Debtors as debtors in possession, without interruption and in the ordinary course, and to receive, process, honor, and pay any and all checks, drafts, wire transfers, and ACH transfers issued, after the Petition Date, and drawn on the Accounts after the Petition Date by the holders or makers thereof, as the case may be and shall receive, process, honor, and pay any and all checks, drafts, wire transfers, and ACH transfers issued before the Petition Date but presented to such Bank for payment after the Petition Date to the extent instructed to do so by the Debtors.

7.     Except for those checks, drafts, wires, or other ACH transfers that are authorized or required to be honored under an order of the Court, no Debtor shall instruct or request any Bank to pay or honor any check, draft, or other payment item issued on an Account prior to the Petition Date but presented to such Bank for payment after the Petition Date.

8.     As soon as practicable after entry of this Interim Order, the Debtors shall serve a copy of this Interim Order on the Banks.

9.     The requirement to establish separate accounts for tax payments is hereby waived.

10.   The Debtors are authorized, but not directed to: (a) pay undisputed prepetition amounts outstanding as of the Petition Date, if any, owed in the ordinary course to the Banks as service charges for the maintenance of the Cash Management Systems; and (b) reimburse the

Banks for any charges arising before or after the Petition Date in connection with customer checks deposited with the Banks that have been dishonored or returned as a result of insufficient funds in the Accounts in the ordinary course of business, to the same extent the Debtors were responsible for such items prior to the Petition Date.

11.   The Debtors are authorized, but not directed, to enter into, engage in and perform under the Intercompany Transactions in the ordinary course of business and in compliance with past practices by and amongst the Debtors and their Non-Debtor Affiliates., provided, however, that prior to the entry of the final order on the Motion, transfers from the Debtors to non-Debtor affiliates shall not exceed $5,060,000.  The Debtors shall (a) continue to track Intercompany Transactions electronically through their accounting system in accordance with their prepetition practices, (b) provide reasonable access to such records and procedures to the U.S. Trustee and any official committee appointed in these chapter 11 cases, and (c) shall maintain accurate and detailed records of all transfers, including but not limited to intercompany transfers, so that all transactions may be readily ascertained, traced, recorded properly and distinguished between prepetition and post-petition transactions..

12.   All Intercompany Claims based on net transfers from a Debtor to another Debtor, or based on net transfers from a non-debtor affiliate to a Debtor, arising after the Petition Date shall be accorded administrative expense status in accordance with sections 503(b) and 507(a)(2) of the Bankruptcy Code.

13.   The Debtors are authorized, but not directed, to set off mutual postpetition obligations relating to intercompany receivables and payables through the Cash Management Systems.

14.   Notwithstanding anything to the contrary contained in this Interim Order or the Motion, any payment, obligation or other relief authorized by this Interim Order shall be subject to and limited by the requirements imposed on the Debtors under the terms of the DIP Orders and any budget in connection therewith, entered by this Court in these chapter 11 cases.

15.   Subject to applicable bankruptcy or other law, those certain deposit agreements existing between the Debtors and the Banks shall continue to govern the postpetition cash management relationship between the Debtors and the Banks and, subject to applicable bankruptcy or other law, all of the provisions of such agreements, including the termination, fee provisions, rights, benefits, offset rights and remedies afforded under such agreements shall remain in full force and effect absent further order of the Court or, with respect to any such agreement with any Bank, unless the Debtors and such Bank agree otherwise.

16.   Except as otherwise set forth herein, the Debtors and the Banks may, without further order of the Court, agree and implement non-material changes to the Cash Management Systems and procedures in the ordinary course of business as set forth in this Interim Order and to facilitate and effectuate the terms of the Debtors’ postpetition financing and the use of cash collateral upon entry of the DIP Orders.

17.   The Banks are authorized to debit the Debtors’ accounts in the ordinary course of business and without further order of the Court on account of all checks drawn on the Debtors’ accounts that were cashed at the Banks’ counters or exchanged for cashier’s or official checks by the payees thereof prior to the Petition Date.

18.   Notwithstanding any other provision of this Interim Order, should a Bank honor a prepetition check or other item drawn on any account that is the subject of this Interim Order (a) at the direction of the Debtors to honor such prepetition check or item, (b) in a good faith

belief that the Court has authorized such prepetition check or item to be honored, or (c) as the result of an innocent mistake made despite implementation of customary item handling procedures, the Bank shall not be deemed to be nor shall be liable to the Debtors or their estates or otherwise be in violation of this Interim Order.

19.   Except as otherwise provided in this Interim Order, the Banks are authorized to charge, and the Debtors are authorized to pay, honor, or allow prepetition and postpetition fees, costs, charges, and expenses, including the Bank Fees, and charge back returned items to the Accounts in the ordinary course.

20.   For banks at which the Debtors hold bank accounts that are party to a Uniform Depository agreement with the Office of the United States Trustee for the District of Delaware, within fifteen (15) days of the date of entry of this Order the Debtors shall (a) contact each bank, (b) provide the bank with each of the Debtors’ employer identification numbers and (c) identify each of their bank accounts held at such banks as being held by a debtor in possession in a bankruptcy case, and provide the case number. 

21.   Notwithstanding anything contained in the Motion or this Order, any payment authorized to be made by the Debtors herein shall be subject to the terms and conditions contained in any interim or final order authorizing the Debtors to obtain postpetition financing and to use cash collateral (the “DIP Order”), including any budgets in connection therewith.

22.   For banks at which the Debtors hold bank accounts that are not party to a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall use their good-faith efforts to cause the banks to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee within thirty (30) days of the date of this Interim Order.  The U.S. Trustee’s rights to seek further relief from this Court on notice in the event that the aforementioned banks are

unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved.

23.   Despite use of a consolidated cash management system, the Debtors shall calculate quarterly fees under 28 U.S.C. § 1930(a)(6) based on the disbursements of each debtor, regardless of who pays those disbursements.

24.   The Final Hearing shall be held on December 19, 2017 at 1:00 p.m. (prevailing Eastern Time).  Any objections or responses to entry of the proposed Final Order shall be filed with the Clerk of this Court on or before 4:00 p.m. on December 12, 2017, and served on the following parties: (a) the Office of the United States Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801, Attn: Juliet Sarkessian (Juliet.M.Sarkessian@usdoj.gov); (b) co-counsel to the Debtors, Morrison & Foerster LLP, 250 West 55th Street, New York, New York 10019, Attn: Mark A. Lightner (mlightner@mofo.com) and Benjamin W. Butterfield (bbutterfield@mofo.com); (c) co-counsel to the Debtors, Saul Ewing Arnstein & Lehr LLP, 1201 N. Market Street, Suite 2300, Wilmington, Delaware 19801, Attn. Monique B. DiSabatino (monique.disabatino@saul.com); (d) counsel to the DIP Noteholders, Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611, Attn:  Rick Levy (richard.levy@lw.com), Ted Dillman (ted.dillman@lw.com), and Jason Gott (jason.gott@lw.com); (e) counsel to the ABL Lenders, Goldberg Kohn Ltd., 55 East Monroe Street, Suite 3300, Chicago, Illinois 60603, Attn: Randall L. Klein (randall.klein@goldbergkohn.com), Jeremy M. Downs (jeremy.downs@goldbergkohn.com), Eva D. Gadzheva (eva.gadzheva@goldbergkohn.com), and (f) counsel to any official committee appointed in these cases. 

25.   Notwithstanding the relief granted in this Interim Order and any actions taken pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission regarding the validity or amount of any claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Interim Order or in the Motion; (e) a request or authorization to assume any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; or (f) a waiver or limitation of the Debtors’ rights under the Bankruptcy Code or any other applicable law.

26.   If no objections to the relief granted herein on a permanent basis are timely served and filed in accordance with this Interim Order, the Court may enter a final order granting the relief herein without further notice or hearing.

27.   The Court finds and determines that the requirements of Bankruptcy Rule 6003 are satisfied and that the relief requested is necessary to avoid immediate and irreparable harm.

28.   The notice of the relief requested in the Motion satisfies Bankruptcy Rule 6004(a) and, pursuant to Bankruptcy Rule 6004(h), the terms and provisions of this Interim Order shall be immediately effective and enforceable upon its entry.

29.   The Debtors are authorized to take all steps necessary or appropriate to carry out the terms of this Interim Order.

30.   This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Interim Order.

Dated:  November 20, 2017
Wilmington, Delaware
	/s/ Kevin J. Carey
	HONORABLE KEVIN J. CAREY
	UNITED STATES BANKRUPTCY JUDGE

Exhibit 1

Real Industry Accounts

ENTITY	ACCOUNT NUMBER (LAST FOUR DIGITS)	BANK
Real Industry, Inc.	6415	Wells Fargo Bank
Real Industry, Inc.	6479	Wells Fargo Bank
Real Industry, Inc.	3243	Wells Fargo Bank
Real Industry, Inc.	6372	Wells Fargo Bank
Real Industry, Inc.	0349	Wells Fargo Bank

Exhibit 2

Real Alloy Accounts

ENTITY	ACCOUNT NUMBER (LAST FOUR DIGITS)	BANK
Real Alloy Recycling, Inc.	9651	Bank of America
ETS Schaefer, LLC	1011	Bank of America
ETS Schaefer, LLC	9712	Bank of America
Real Alloy Recycling, Inc.	1016	Bank of America
Real Alloy Recycling, Inc.	9656	Bank of America
Real Alloy Recycling, Inc.	1030	Bank of America
Real Alloy Holding, Inc.	9731	Bank of America
Real Alloy Holding, Inc.	9736	Bank of America
Real Alloy Holding, Inc.	9675	Bank of America
Real Alloy Holding, Inc.	5014	Bank of America
Real Alloy Holding, Inc.	5022	Bank of America
Real Alloy Holding, Inc.	2030	JPMorgan Chase Bank, N.A.
Real Alloy Holding, Inc.	9864	JPMorgan Chase Bank, N.A.
Real Alloy Recycling, Inc.	4195	Huntington National Bank
Real Alloy Recycling, Inc.	4221	Huntington National Bank
Real Alloy Recycling, Inc.	7736	Huntington National Bank
Real Alloy Recycling, Inc.	9670	Bank of America
Real Alloy Holding, Inc.	2392	Wintrust Bank
ETS Schaefer, LLC	1192	Wintrust Bank
Real Alloy Recycling, Inc.	7360	Wintrust Bank
ETS Schaefer, LLC	2792	Wintrust Bank
Real Alloy Recycling, Inc.	4386	Wintrust Bank
Real Alloy Recycling, Inc.	3058	Wintrust Bank
Real Alloy Recycling, Inc.	0567	Wintrust Bank
Real Alloy Recycling, Inc.	0289	Wintrust Bank

Real Industry Cash Management Diagram Preauth. ACH debit Daily sweep Payroll • Real Alloy Debtors • Discontinued operations Periodic transfers Manual entries Disbursements Manual entries Legend Wells Fargo Real Industry Restricted Account (3243) Real Industry Investment Accounts (6372, 0349) Real Industry Payroll Account (6479) Real Industry Operating Account (6415)

Real Alloy Debtors Cash Management Diagram Disbursements (ETS Schaefer) ETS Schaefer Customers Disbursements (Other Real Alloy Debtors) Non-Debtor Affiliate Suppliers Other Real Alloy Debtor Customers Non-Debtor Affiliate Customers Daily sweep Auto funded Daily sweep Intercompany Transfers Hedging C ounterparties Senior Secured Notes Hedging Counterparties Intercompany Transfers Hedging C ounterparties Manual entries No sweep Real Alloy Debtor Customers (transitioning to BAML CMS) Payrolls Payroll Taxes and Withholdings Legend America Bank of Wintrust Huntington National Bank Real Alloy CD Accounts Real Alloy Payroll Taxes Account (9675) Real Alloy Payroll Account (1030) Real Alloy Legacy Accounts Real Alloy Hedging Accounts (5014, 5022) Real Alloy Disbursement Account (9731) Real Alloy Inactive Account (9670) Real Alloy Depository Account (9736) Real Alloy Concentration Account (9651) Real Alloy Disbursement Account (1016) Real Alloy Depository Account (9656) Real Alloy Depository Account (9712) Real Alloy Disbursement Account (1011)

In re Real Industry, Inc., et al.			Case No. 17-12464 (KJC)
Debtor			Reporting Period: Initial Operating Report
SCHEDULE OF RETAINERS PAID TO PROFESSIONALS1
(This schedule is to include each Professional paid a retainer)
Payee	Wire Transfer		Name of Payor	Amount	Amount Applied to Date	Balance
	Date	Number
Morrison & Foerster LLP	11/7/2017	Wire	Real Industry, Inc.	$500,000.00	TBD	TBD
Neal Gerber Eisenberg	10/23/2017	Wire	Real Industry, Inc.	25,000.00	TBD	TBD
Berkeley Research Group, LLC	11/14/2017	Wire	Real Industry, Inc.	75,000.00	TBD	TBD
Berkeley Research Group, LLC	11/3/2017	Wire	Real Alloy Holding, Inc	75,000.00	TBD	TBD
Morrison & Foerster LLP	10/6/2017	XXXXXXXXXX	Real Alloy Holding, Inc	250,000.00	TBD	TBD
Latham & Watkins	11/7/2017	Wire	Real Alloy Holding, Inc	300,000.00	TBD	TBD
Prime Clerk	11/10/2017	Wire	Real Alloy Holding, Inc	10,000.00	TBD	TBD
Saul Ewing Arnstein & Lehr	11/10/2017	Wire	Real Alloy Holding, Inc	100,000.00	TBD	TBD
Berkeley Research Group, LLC	11/13/2017	Wire	Real Alloy Holding, Inc	100,000.00	TBD	TBD

1The Debtors are still in the process of reconciling the amounts applied to date.