UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On November 18, 2019, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing its intention to offer $500.0 million in aggregate principal amount of senior notes due 2028 (the “Notes”), in a private transaction that is exempt from the registration requirements of the Securities Act of 1933. The Company intends to use the net proceeds from the offering to redeem all remaining outstanding amounts of the Company’s existing 5.875% senior notes due 2024, consisting of aggregate principal amount of $375.0 million and a redemption premium of approximately $16.5 million, and for general corporate purposes, which may include, among other things, capital spending, acquisitions and repurchases of the Company’s common stock. The consummation of the offering of Notes is subject to market conditions. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to purchase, any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit | |||
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
KAISER ALUMINUM CORPORATION | ||||||
Date: November 18, 2019 |
By: |
/s/ Cherrie I. Tsai | ||||
Cherrie I. Tsai Vice President, Deputy General Counsel & Corporate Secretary |
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Exhibit 99.1
Kaiser Aluminum Corporation Announces Private Placement of New Senior Notes and Conditional Redemption of Outstanding Senior Notes
FOOTHILL RANCH, Calif., November 18, 2019 (GLOBE NEWSWIRE) Kaiser Aluminum Corporation (Nasdaq:KALU) announced today that it plans to offer $500.0 million aggregate principal amount of senior notes due 2028 (the notes) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933 (the Act). The notes will be guaranteed by each of Kaiser Aluminums existing and future domestic subsidiaries that is a borrower or guarantor under Kaiser Aluminums revolving credit facility.
Kaiser Aluminum intends to use the net proceeds from the offering of the notes to redeem all remaining amounts of Kaiser Aluminums existing 5.875% senior notes due 2024 (the 2024 notes), consisting of aggregate principal amount of $375.0 million and a redemption premium of approximately $16.5 million, and for general corporate purposes, which may include, among other things, capital spending, acquisitions and repurchases of its common stock. The consummation of the offering of notes is subject to market conditions.
On November 18, 2019, Kaiser Aluminum provided conditional notice of its intent to redeem the 2024 notes on December 18, 2019. This press release does not constitute a notice of redemption with respect to the 2024 notes.
The notes and the related guarantees have not been and will not be registered under the Act or the securities laws of any other place and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities, and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.
Forward-Looking Statements
This press release contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to it at the time such statements are made. Kaiser Aluminum cautions that any
such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. These factors include: (a) the effectiveness of managements strategies and decisions; (b) general economic and business conditions, including cyclicality and other conditions in the aerospace, automotive and other end markets Kaiser Aluminum serves; (c) developments in technology; (d) new or modified statutory or regulatory requirements; (e)changing prices and market conditions; and (f) other risk factors summarized in Kaiser Aluminums reports filed with the Securities and Exchange Commission, including Kaiser Aluminums Form 10-K for the year ended December 31, 2018. Kaiser Aluminum undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in Kaiser Aluminums expectations.
CONTACT: | Investor Relations and Public Relations Contact: | |
Melinda C. Ellsworth | ||
Kaiser Aluminum Corporation | ||
(949) 614-1757 |
Document and Entity Information |
Nov. 18, 2019 |
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Cover [Abstract] | |
Entity Registrant Name | KAISER ALUMINUM CORP |
Amendment Flag | false |
Entity Central Index Key | 0000811596 |
Document Type | 8-K |
Document Period End Date | Nov. 18, 2019 |
Entity Incorporation State Country Code | DE |
Entity File Number | 1-09447 |
Entity Tax Identification Number | 94-3030279 |
Entity Address, Address Line One | 27422 Portola Parkway |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Foothill Ranch |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92610-2831 |
City Area Code | (949) |
Local Phone Number | 614-1740 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | KALU |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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