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 (Date of Earliest Event Reported): October 26, 2016

Accuride Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7140 Office Circle, Evansville, IN	47715
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (812) 962-5000

 (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 (see General Instruction A.2. below):

☐          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

On October 26, 2016, Accuride Corporation (the “Company”) prepared an investor presentation in connection with the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”). The Company also issued a press relating to such presentation. Copies of the press release and the presentation are attached hereto as Exhibits 99.1 and 99.2, respectively.

The information contained in this report and in Exhibits 99.1 and 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company may make from time to time, by press release or otherwise. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as it believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

Important Additional Information

This communication may be deemed to be solicitation material in respect of the proposed transaction. The Company filed a definitive proxy statement and related materials with the SEC on October 17, 2016 for its special meeting of stockholders in connection with the proposed transaction. The definitive proxy statement was mailed to the Company’s stockholders on or about October 17, 2016. The definitive proxy statement contains important information about the proposed transaction and related matters. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at www.accuridecorp.com or by sending a written request to the Company at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.

Participants in the Solicitation

The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed transaction is set forth in the definitive proxy statement. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2016 Annual Meeting of Stockholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of the Company’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward-Looking Statements

This Current Report on Form 8-K and Exhibits 99.1 and 99.2 contain “forward-looking statements” within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) the Company may be unable to obtain stockholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) the Company may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Parent or Merger Sub to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not intend, and assumes no obligation, to update any forward-looking statements. The Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.

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Item 9.01.          Financial Statements and Exhibits

(d)          Exhibits

99.1 Press Release, dated October 26, 2016, entitled “Accuride Files Investor Presentation”.

99.2 Presentation of Accuride Corporation, dated October 26, 2016.

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SIGNATURE

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.

	ACCURIDE CORPORATION
	By:	/s/ Stephen A. Martin
	Name: Stephen A. Martin
	Title: Senior Vice President / General Counsel
Dated: October 26, 2016

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 26, 2016, entitled “Accuride Files Investor Presentation”.
99.2	Presentation of Accuride Corporation, dated October 26, 2016.

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EX-99.1

Exhibit 99.1

MEDIA RELATIONS CONTACT FOR ACCURIDE	INVESTOR RELATIONS CONTACT FOR ACCURIDE
Timothy G. Weir, APR	Todd Taylor
Director of Public Affairs, Communications & Marketing	Vice President and Treasurer
(812) 962-5128 | tweir@accuridecorp.com	(812) 962-5105 | ttaylor@accuridecorp.com

FOR IMMEDIATE RELEASE

Accuride Files Investor Presentation

§ Reiterates Recommendation of Accuride Board of Directors that Shareholders Vote “FOR” the Transaction with Crestview

EVANSVILLE, Ind., October 26, 2016 — Accuride Corporation (NYSE: ACW) (“Accuride” or the “Company”) – a leading supplier of components to the North American and European commercial vehicle industries – today announced that it has filed an investor presentation in connection with the Company’s Special Meeting of Shareholders (the “Special Meeting”). This presentation highlights a number of important facts pertaining to the previously announced definitive agreement for Accuride to be acquired by affiliates of Crestview Partners (“Crestview”), a leading private equity firm, for $2.58 per share in cash. The Accuride Board of Directors unanimously recommends that shareholders vote “FOR” the proposed merger on the WHITE proxy card today.

The presentation and other materials regarding the Board of Directors’ recommendations for the Special Meeting are available online at www.accuridecorp.com/investors and www.sec.gov.

The Special Meeting is scheduled for November 15, 2016.  Shareholders of record as of October 10, 2016, will be entitled to vote at the Special Meeting.

THE BOARD IS URGING SHAREHOLDERS TO PROTECT THE VALUE OF THEIR INVESTMENT

BY VOTING FOR THE TRANSACTION TODAY

The Company’s proposed acquisition by Crestview provides Accuride shareholders with a substantial premium and immediate and certain cash value and eliminates the significant business and capital structure risks associated with executing against a standalone plan.

Accuride’s Board believes the proposed Crestview acquisition maximizes the value of shareholders’ investments and unanimously recommends that shareholders vote to approve it. Failing to vote has the same effect as a vote against the transaction. The vote of all Accuride shareholders is important, no matter how many shares are owned.

Vote today on the WHITE proxy card “FOR” the proposed merger with Crestview.

If you have questions or need assistance voting your shares please contact:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders call toll-free: (800) 676-0281

About Accuride Corporation

With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the North American and European commercial vehicle industries. The company’s products include commercial vehicle wheels and wheel-end components and assemblies. The company’s products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions™, Gunite® and Gianetti Ruote™. Accuride’s common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information: www.AccurideCorp.com.

Additional Information About the Acquisition and Where to Find It

Accuride filed a definitive proxy statement and related materials with the Securities and Exchange Commission (“SEC”) on October 17, 2016 for its special meeting of shareholders in connection with the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among the Company, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the “proposed transaction” and such agreement, the “Merger Agreement”). The definitive proxy statement will be mailed to shareholders of Accuride on or about October 17, 2016. The definitive proxy statement contains important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by Accuride with the SEC at the SEC’s website at www.sec.gov, at Accuride’s website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate Secretary.

Participants in the Solicitation Accuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride’s shareholders in connection with the proposed transaction is set forth in Accuride’s definitive proxy statement for its special shareholder meeting, which was filed on October 17, 2016. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in Accuride’s definitive proxy statement for its 2016 Annual Meeting of Shareholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride’s securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward-Looking Statements

Certain statements contained in this document may be considered forward-looking statements within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain shareholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) the business of Accuride may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride’s shareholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.

# # #

EX-99.2

Exhibit 99.2

 Crestview’s premium acquisition of AccurideOctober 2016 

 Forward-Looking StatementsThis presentation contains “forward-looking statements” within the meaning of the U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Accuride may be unable to obtain stockholder approval for the proposed transaction; (2) the conditions to the closing of the proposed transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the proposed transaction may involve unexpected costs, liabilities or delays; (4) Accuride's business may suffer as a result of uncertainty surrounding the proposed transaction; (5) the outcome of any legal proceedings related to the proposed transaction; (6) Accuride may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; (9) the failure by Armor Parent Corp. or Armor Merger Sub Corp. to obtain the necessary debt and equity financing arrangements set forth in the commitment letters received in connection with the proposed transaction; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. If the proposed transaction is consummated, Accuride's stockholders will cease to have any equity interest in Accuride and will have no right to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including Accuride's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by applicable law, Accuride undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Accuride does not intend, and assumes no obligation, to update any forward-looking statements. Accuride's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015, the 2016 Proxy Statement, the definitive proxy statement filed in connection with the proposed transaction and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, are available on the SEC’s website at www.sec.gov.  

 Important Additional InformationThis presentation may be deemed to be solicitation material in respect of the proposed merger contemplated by the Agreement and Plan of Merger, dated September 2, 2016, by and among Accuride, Armor Parent Corp. and Armor Merger Sub Corp. (such merger, the "proposed transaction" and such agreement, the "Merger Agreement"). Accuride filed a definitive proxy statement and related materials with the SEC on October 17, 2016 for its special meeting of stockholders in connection with the proposed transaction. The definitive proxy statement was mailed to Accuride's stockholders on or about October 17, 2016. The definitive proxy statement contains important information about the proposed transaction and related matters. INVESTORS OF ACCURIDE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ACCURIDE, ARMOR PARENT CORP., ARMOR MERGER SUB CORP. AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials and other documents filed by Accuride with the Securities and Exchange Commission (the "SEC") at the SEC’s website at www.sec.gov, at Accuride's website at www.accuridecorp.com or by sending a written request to Accuride at 7140 Office Circle, Evansville, Indiana 47715, Attention: General Counsel and Corporate SecretaryParticipants in the SolicitationAccuride and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Accuride's stockholders in connection with the proposed transaction is set forth in the definitive proxy statement. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the definitive proxy statement. Information relating to the foregoing can also be found in Accuride's definitive proxy statement for its 2016 Annual Meeting of Stockholders (the “2016 Proxy Statement”), which was filed with the SEC on March 18, 2016. To the extent that holdings of Accuride's securities have changed since the amounts set forth in the 2016 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC 

 Accuride Board unanimously recommends shareholders vote FOR Crestview transaction 

 1  3  6  4  5  Accuride Board unanimously recommends shareholders vote FOR Crestview transaction  2  Transaction provides Accuride shareholders with a substantial premium and immediate cash value for their shares  Transaction is the outcome of a lengthy, thorough and comprehensive process with 62 total parties contacted; Coliseum was invited to participate and made no proposal  Transaction provides significant premium value and eliminates Accuride’s standalone risk during a period of ongoing challenges for the industry  Accuride’s debt capital structure is not sustainable due to near-term maturity date and is not refinanceable on reasonable terms without a significant equity investment  At least $100mm of equity capital is required for the execution of a standalone plan and refinancing  We believe a possible rights offering suggested by Coliseum is likely to result in a sale of control of Accuride without payment of control premium  5  Equity investment of $100mm would likely be highly dilutive to non-participating existing shareholders  7  Illustrative future share price analysis, taking into account substantial dilution of $100mm equity issuance, suggests 2018 share price in range of $2.00 - $2.73 / share, with forecast risk to downside  8 

 Transaction provides Accuride shareholders with a substantial premium and immediate cash value for their shares  Offer represents substantial premium to trading metrics  Substantial downward revisions in end market expectations and recovery timing  1    Metric  Implied premium        Offer price  $2.58  --  Pre-announcement price  $1.66  55.4%  30 day VWAP  $1.55  66.5%  90 day VWAP  $1.39  85.5%  180 day VWAP  $1.48  74.0%  52-week high  $3.30  (21.8%)  52-week low  $0.77  233.1%    Significant decline in Class 8 build forecasts over the course of the past 14 months    % decline      2016 Class 8 build forecast  (23%)  2017 Class 8 build forecast  (22%)  2 

 Pre-announcement period (Nov 2014 – Sep 2016)(a)  Go-shop period (Sep 2016 – Oct 2016)  Transaction is the outcome of a lengthy, thorough and comprehensive process with 62 total parties contacted; Coliseum was invited to participate and made no proposal  2  Crestview transaction was the result of an extensive processNumerous strategic and financial parties (including Coliseum) were approached20 total parties contacted pre-announcement and 59 total parties contacted during go-shop period15 total NDAs signed pre-announcement and 4 total NDAs signed during go-shop period  Strategics: 22, Sponsors: 37  Parties contacted - 59    Strategics: 2, Sponsors: 2  Parties signed NDA - 4  Strategics: 0, Sponsors: 0    Parties submitted bids - 0  Strategics: 6, Sponsors: 14  Parties contacted - 20    Strategics: 4, Sponsors: 11  Parties signed NDA - 15    Parties submitted bids - 5  Strategics: 2, Sponsors: 3  (a) Excludes Crestview  3  Coliseum declined to participate in the go-shop process and has never made a proposal 

 During previous sector downturn, the leading North American steel wheel suppliers (Accuride and Hayes Lemmerz) were forced to restructure in bankruptcy  Transaction provides significant premium value and eliminates Accuride’s standalone risk during a period of ongoing challenges for the industry  3  North America Class 8 builds outlook – ACT   US trailer shipments outlook – ACT       Weakness in build levels to continue into 2017Significant inventory overhang has been a hindrance since Q2’2015Truckers struggling to balance excess hauling capacity in the context of anemic freight growthSeptember preliminary net orders down 28% YoY  Market projected to continue to soften following 2015 peakIncreasing inventory in channel expected to slow down productionWith additional production capacity already entering the market through 2017, a declining orderboard is expected to challenge the industry in the short to medium term  Source: ACT NA Commercial Vehicle Outlook (September 2016)  4 

 Transaction provides significant premium value and eliminates Accuride’s standalone risk during a period of ongoing challenges for the industry (continued)  Declining aftermarket steel wheel share driven by import competition  Competitive pressure from low-cost countries  3  “Steel pricing in China is $100 to $150 a ton less than it is in North America...There’s a big battle going on amongst the American steel manufacturers with the Chinese guys in terms of dumping and that steel is showing up here in the form of wheels”Rick Dauch (CEO - Accuride),Nov 2015 (Q3’2015 earnings call)  “We do have pressure on the steel wheels which we still feel are being dumped here in North America and the aftermarket. We are closely monitoring the anti-dumping campaigns that are going on…in the steel industry in North America”Rick Dauch (CEO - Accuride), Feb 2016 (Q4’2015 earnings call)    5 

 Refinance of senior notes without a significant equity infusion is likely to be on terms less favorable to Accuride  Accuride’s debt capital structure is not sustainable due to near-term maturity date and is not refinanceable on reasonable terms without a significant equity investment  4  Pre-announcement trading of ACW 9.50% senior notes due 08/01/2018  Rating agency perspective – prior to Crestview transaction  (a) Pro forma for sale of Brillion(b) Free cash flow is defined as cash from operations less purchase of plant, property and equipment. It should not be considered as an alternative to traditional indicators of cash flows determined in accordance with accounting principles generally accepted in the US  Current leverage not sustainable, equity base has declined due to earnings losses  Free cash flow generation strained by high interest costs    2016E(a)  Illustrative 12.0% interest rate        Free cash flow before interest  $35  $35  Interest expense  ($31)  ($39)  Free cash flow after interest(b)  $4  ($4)  “The negative rating outlook reflects our concern that operating environment will make it challenging for Accuride to generate positive free cash flow and could affect its flexibility when refinancing its existing secured notes”Moody’s, March 2016 (downgrade to negative outlook)  Moody’s rating: B3 / negative S&P rating: B- / stable  “The company’s business risk profile reflects the high degree of cyclicality and intense price competition in the commercial vehicle industry”S&P, October 2014    Total capitalization  6   

 Accuride debt capital structure refinancing  Our assessment of the equity capital amount required for a successful refinancing is based upon:Analysis of our financial advisorsCrestview’s ongoing financing processCredit metrics and free cash flow levels that we believe to be appropriate for our company at this point in the cycle in order to effectively execute on the standalone planColiseum did not disagree with our assessment that $100mm of equity capital is required          Current  Refinancing        Debt  $330  $230  EBITDA (2016E)  $70  $70  Free cash flow (2016E)(a)  $4  $14(b)  Total debt / EBITDA (2016E)  4.7x  3.3x  (EBITDA – capex) / interest (2016E)  1.4x  2.1x  Note: Free cash flow defined as cash flow from operations less capital expenditures  7  At least $100mm of equity capital is required for the execution of a standalone plan and refinancing  5  If an equity investment of $100mm were to be priced at the last pre-announcement trading price of $1.66 / share (as an example), it would represent approximately 125%(c) of Accuride’s market capitalization  (a) Defined as cash flow from operations less capex(b) Interest expense adjusted using current rate of 9.50% on the senior unsecured notes(c) Based on basic shares outstanding of 48.3mm as of 10/24/16 

 Illustrative shareholder dilution from a new $100mm equity capital investment  8  Equity investment of $100mm would likely be highly dilutive to existing non-participating shareholders  6  (a) Based on basic shares outstanding of 48.3mm as of 10/24/16  Absent committed alternative transaction proposal, the Board is very concerned that a vote against the Crestview transaction is likely to result in significant share price decline due to:Continuing decline in key end marketsNo alternative acquisition proposalUncertainty around refinancingSelling pressure from investors that anticipated a transaction at $2.58 / shareIssuance of shares to a new investor or group at lower price levels would be highly dilutive to existing non-participating shareholdersExisting shareholders’ participation in upside materially lower and not commensurate with execution risk in standalone planIn addition, given the macro business uncertainties, there is some risk that in the near-term the company may not be able to raise equity financing at all    Share price              (in millions)  $1.00  $1.25  $1.66          Market capitalization(a)  $48  $60  $80  Equity investment  $100  $100  $100  Equity investment(% of market capitalization)  207%  166%  125%  Pro forma equity value  $148  $160  $180  New equity investment% ownership  67%  62%  55%  Existing shareholders equity% ownership  33%  38%  46% 

 If a rights offering is subscribed to primarily or entirely by Coliseum, it is likely to result in change of control without payment of premium  A rights offering to existing shareholders would be highly dilutive to shareholders that are unable / unwilling to participateFurther rights offering discount to trading priceSignificant retail, index and arbitrage component in shareholder base likely would not participate in rights offeringWe believe that it is likely that Coliseum would end up with a significant majority of the rights offeringAs a result of rights offering backstop, we believe Coliseum is likely to acquire control of Accuride at a share price substantially lower than the Crestview offer of $2.58 / share    Share price              (Shares in millions)  $1.00  $1.25  $1.66          Shares issued in rights offering  100  80  60  Shares subscribed by Coliseum  75  60  45  Total PF shares outstanding(a)  148  128  109  Total PF shares held by Coliseum  84  69  54  Coliseum ownership  57%  54%  50%  $100mm rights offeringRights offering subscription by Coliseum: 75%  $100mm rights offeringRights offering subscription by Coliseum: 100%  9  We believe a possible rights offering suggested by Coliseum is likely to result in a sale of control of Accuride without payment of control premium  7    Share price              (Shares in millions)  $1.00  $1.25  $1.66          Shares issued in rights offering  100  80  60  Shares subscribed by Coliseum  100  80  60  Total PF shares outstanding(a)  148  128  109  Total PF shares held by Coliseum  109  89  69  Coliseum ownership  74%  69%  64%  (a) Includes basic shares outstanding of 48.3mm as of 10/24/16 

 Assuming an illustrative $100mm rights offering, shareholder value realization is substantially less than $2.58 in cash today on a risk-adjusted basis  We believe Coliseum's suggestion that Accuride shares could be worth $5.00 / share in 2018 ignores the substantial dilutive effect of equity issuanceIncluding the dilutive effect of equity issuance, we estimate an illustrative future share price in range of $2.00 - $2.73 / share in 2018, depending on price at which new equity is issuedTaking into account appropriate cost of equity funds in this situation, value today is $1.30 - $1.90 / share compared to $2.58 in cash in the Crestview transactionForecast risk to the downside, driven by recent weaker market conditions as reflected in 2016 guidance revision  10  Illustrative future share price analysis, taking into account substantial dilution of $100mm equity issuance, suggests 2018 share price in range of $2.00 - $2.73 / share, with forecast risk to downside    Share price              (in millions)  $1.00  $1.25  $1.66          Shares issued in rights offering  100  80  60  Total PF shares outstanding(a)  148  128  109          Illustrative valuation in 2018:        2018E EBITDAP(b)  $101  $101  $101  Valuation multiple  5.5x  5.5x  5.5x  Enterprise value  $554  $554  $554  Less: Net debt, pension and minority interest  (257)  (257)  (257)  Equity value  $297  $297  $297  Share price in 2018  $2.00  $2.31  $2.73          Implied present value of 2018E share price discounted to 12/31/16 at cost of equity:        15%  $1.51  $1.75  $2.07  20%  $1.39  $1.61  $1.90  25%  $1.28  $1.48  $1.75  Includes basic shares outstanding of 48.3mm as of 10/24/16Assumes EBITDA forecast of $98mm and pension adjustment of $2.5mm prepared in each case per management plan and presented to Accuride’s Board in connection with the approval of Crestview transaction  8    Appropriate cost of equity capital in light of leverage and risk 

 Coliseum track record 

 Precedent Coliseum equity investments in similar situations were made on terms resulting in preferential returns for Coliseum relative to other shareholders  Universal Technical Institute (UTI)June-2016          Security  Convertible preferred stock  Convertible preferred stock and warrants  Convertible preferred stock  Proceeds  $70mm  $62.5mm  $65.5mm (Coliseum has option to purchase additional shares worth 15.75mm)  Dividend rate  Cash dividend: 7.5%PIK dividend: 9.5%(semi-annual)  Cash dividend: 8.5%PIK dividend: 11.5%(quarterly)  Cash dividend: 5.5%PIK dividend: 8.5%(quarterly)  Conversion rights and price  Initial conversion price is $3.33 (22.9% premium to market): conversion cap at 4.99%  Initial conversion price is $5.17(at market): conversion cap at 19.99%   Initial conversion price is $39.88(at market): conversion cap at 19.99%   Redemption  Ability to redeem after 3 years if conversion trigger is not met  Ability to redeem after 10 years  Ability to redeem after 10 years  Voting rights  Ability to vote on as-converted basis (cap at 4.99%)  Ability to vote on as-converted basis (cap at 19.99%)  Ability to vote on as-converted basis (cap at 19.99%)  Removal of caps  Removal of caps subject to educational agency and shareholder approval  Removal of caps subject to shareholder approval  Removal of caps subject to shareholder approval  Dividend adjustment  If caps are not removed within 120 days of request:Dividends to increase by 5% annually (max: 14.5%)  If shareholders do not vote to remove caps before 9/30/15:Cash dividend: 13.5%PIK dividend: 16.5%  If shareholders do not vote to remove caps before 11/17/15:Cash dividend: 10.5%PIK dividend: 13.5%  Shareholder litigation  NA  See next page  See next page  11  BioScrip (BIOS)Mar-2015  Providence Service Corporation (PRSC)Oct-2014  1  2 

 Coliseum’s track record of shareholder litigation  12  Delaware Shareholder Suit  Summary of Allegations against Coliseum  Chancery Court Commentary / Status of Matter        In Re Rural/Metro Corp. Stockholders Litig., 102 A.3d 205 (Del. Ch. 2014)  Allegations include (i) breach of fiduciary duties, including duties of care, loyalty and good faith by, among other things, initiating the sale of Rural without Board authorization, and, in doing so, failing to take steps to maximize stockholder value and (ii) aiding and abetting of the breaches of fiduciary duty allegedly committed by the individual defendants.   The Delaware Chancery Court found that Christopher Shackelton, managing director and co-founder of Coliseum, would not have been entitled to exculpation for his role in engineering a near-term sale of Rural and that his personal circumstances inclined him to favor a near-term sale. The Court stated that “[c]onsistent with his personal interests . . . Shackelton attempted to engineer a sale of Rural.”  Complaint, In re BioScrip, Inc. S’holder Litig., C.A. No. 10893-VCG (Del. Ch. filed Apr. 9, 2015)  Plaintiffs’ complaint alleged that “Coliseum's majority and controlling stake in the Preferred Stock will severely limit the ability of the public stockholders to influence any matters requiring the vote of the holders of Preferred Stock.”Allegations include that (i) a proposed 5% increase in the dividend rates of BioScrip’s Preferred Stock if certain approvals were not obtained was invalid, (ii) the BioScrip directors had breached their fiduciary duties, (iii) a proposed stockholder vote was coercive and based on misleading and incomplete disclosure regarding proposed stockholder approval of the removal of certain voting and conversion caps and (iv) Coliseum aided and abetted the directors’ breach of fiduciary duty.  The parties settled the litigation and entered into a memorandum of understanding that (i) required additional disclosure regarding the proposed transaction and (ii) provided that (a) if the stockholders did not approve removal of the voting and conversion caps, the dividend rates would not increase, and (b) if the stockholders did approve the removal of the voting and conversion caps, the dividend rates would only increase after court approval thereof.  Complaint, Haverhill Ret. Sys. v. Kerley, C.A. No. 11149-VCL (Del. Ch. filed May 13, 2016)  Plaintiffs’ complaint alleges “rampant fiduciary misconduct in connection with a series of transactions designed to improperly benefit Providence’s largest stockholder, Coliseum.” Allegations include, among other things, (i) breach of fiduciary duties by certain individual defendants, including Christopher Shackelton, relating to disclosures in connection with proposed stockholder approval of the removal of certain voting and conversion caps applicable to Providence’s Preferred Stock, as well as claims alleging that a dividend increase that would become applicable if such approval was not obtained was a wrongfully coercive measure and (ii) that Coliseum aided and abetted the Individual Defendants in breaching their fiduciary duties.  The Delaware Chancery Court refused to approve a proposed settlement of the matter, stating that there was “too much evidence that raises too many questions about too many of the dimensions of the decision makers and their advisors,” with respect to undeclared conflicts of interest involving board members, management and Coliseum, and that “…every time you peeled back a layer of the onion, you found something astounding.”   1  2