8-K

KAISER ALUMINUM CORPORATION

Date: November 18, 2019

/s/ Cherrie I. Tsai

Cherrie I. Tsai

Vice President, Deputy General Counsel & Corporate Secretary

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 AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 18, 2019

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-09447

94-3030279

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

27422 Portola Parkway, Suite 200

Foothill Ranch, California

92610-2831

(Address of Principal Executive Office)

(Zip Code)

(949) 614-1740

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

KALU

Nasdaq Global Select Market

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.


Number		Exhibit

	99.1	Press release dated November 18, 2019.

	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.

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