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): August 2, 2017

AK STEEL HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13696	31-1401455
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9227 Centre Pointe Drive West Chester, Ohio	45069
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 425-5000

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))

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.

On August 2, 2017, AK Steel Holding Corporation (the “Company”) issued a press release announcing that AK Steel Corporation, its wholly-owned subsidiary (“AK Steel”), commenced an offer to purchase (the “Tender Offer”) for cash any and all of the $279.8 million outstanding principal amount of its 8.375% senior notes due 2022 (CUSIP 001546 AM2) (the “Notes”). The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 2, 2017, and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms and conditions of the Tender Offer in full detail. Holders who validly tender their Notes at or prior to 5:00 p.m. New York City time on August 8, 2017 (the “Expiration Date”) will be eligible to receive the purchase price of $1,046.70 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the settlement date of the Tender Offer.

AK Steel expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date. The Tender Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase.

In addition, as of August 1, 2017, the Company has received all required regulatory approvals in connection with its previously announced acquisition of Precision Partners Holding Company and expects to close the acquisition in early August 2017.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release issued on August 2, 2017.

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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.

	AK STEEL HOLDING CORPORATION
Date: August 2, 2017	By:	/s/ Joseph C. Alter
	Name: Joseph C. Alter
	Title: Vice President, General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

	News Release
Contacts:       Media – Lisa H. Jester, Corporate Manager, Communications and Public Relations (513) 425-2510       Investors – Douglas O. Mitterholzer, General Manager, Investor Relations (513) 425-5215

AK Steel Announces Offering of $280,000,000 of Senior Notes and Cash Tender Offer for its 8.375% Senior Notes due 2022

WEST CHESTER, OH, August 2, 2017 — AK Steel Holding Corporation (NYSE: AKS) (“AK Holding”) announced today that its subsidiary, AK Steel Corporation (“AK Steel”), has commenced a registered offering (the “Offering”) of $280,000,000 aggregate principal amount of senior notes due 2025 (the “New Notes”). The New Notes will be fully and unconditionally guaranteed by AK Holding, AK Steel’s direct parent, and by AK Tube LLC, AK Steel Properties, Inc. and Mountain State Carbon, LLC (together with AK Holding, AK Tube LLC and AK Steel Properties, Inc., the “Guarantors”), three wholly-owned subsidiaries of AK Steel. The New Notes will be unsecured senior obligations of AK Steel and the Guarantors. AK Steel intends to use the net proceeds of the offering, together with cash on hand and/or borrowings under its revolving credit facility, to finance AK Steel’s cash tender offer (the “Tender Offer”), also announced today, for any and all of AK Steel’s outstanding 8.375% Senior Notes due 2022 (the “Old Notes”). The Offering will be made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission.

The joint book-running managers for the Offering are Wells Fargo Securities, Deutsche Bank, Goldman Sachs & Co. LLC, BofA Merrill Lynch, Barclays, BMO Capital Markets, Citigroup, Credit Suisse and KeyBanc Capital Markets. Simultaneously with the Offering, AK Steel has commenced the Tender Offer pursuant to an Offer to Purchase, dated August 2, 2017, and a related Letter of Transmittal. Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, AK Steel is offering to purchase for cash any and all of its outstanding Old Notes.

Holders of Old Notes who validly tender their Old Notes on or prior to 5:00 p.m., New York City time, August 8, 2017 (the “Expiration Time”), will be eligible to receive the aggregate purchase price equal to $1,046.70 per $1,000 principal amount of Old Notes tendered.

Tendered Old Notes may be validly withdrawn on or prior to the Expiration Time (the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Old Notes may not withdraw such Old Notes unless AK Steel is required to extend withdrawal rights under applicable laws. AK Steel’s obligation to accept for purchase and to pay for the Old Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the receipt of proceeds from the offering of the New Notes.

In addition to the applicable consideration, all holders of Old Notes accepted for purchase will also receive accrued and unpaid interest on those Old Notes from the last interest payment date to, but not including, the date such Old Notes are repurchased (the “Settlement Date”). The Settlement Date is expected to be August 9, 2017. If any Old Notes remain outstanding following the completion of the Tender Offer, AK Steel intends to promptly redeem such Old Notes in accordance with the terms of the Old Notes and the applicable indenture.

None of AK Steel, AK Steel’s Board of Directors, the dealer manager, the depositary and the information agent makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Old Notes, and, if so, the principal amount of Old Notes to tender.

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AK Steel has retained Wells Fargo Securities to serve as the sole dealer manager for the Tender Offer. AK Steel has also retained Global Bondholder Services Corporation to serve as the information agent and depositary.

For additional information regarding the terms of the Tender Offer, please contact Wells Fargo Securities at (704) 410-4760 or toll free (866) 309-6316. Requests for documents and questions regarding the tender of Old Notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 or toll free (866) 470-4500, by mail at 65 Broadway, Suite 404, New York, New York 10006, Attention: Corporation Actions, or by visiting www.gbsc-usa.com/AKSteel/.

AK Holding, along with certain of its subsidiaries, has filed a registration statement (including a prospectus) with the SEC relating to the Offering. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus in that registration statement and other documents AK Holding and AK Steel have filed with the SEC for more complete information about AK Holding, AK Steel and the Offering. You may review electronic copies of these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.

Alternatively, AK Holding, AK Steel, any underwriter or any dealer participating in the Offering will arrange to send you the preliminary prospectus supplement and accompanying base prospectus if you request it by contacting Wells Fargo Securities at Attention: Client Support, 608 2nd Avenue, South Minneapolis, MN 55402, telephone: (800) 645-3751 Opt 5, or email: wfscustomerservice@wellsfargo.com; Deutsche Bank Securities at Attention: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, email: prospectus.cpdg@db.com, telephone (800) 503-4611; Goldman Sachs & Co. LLC at Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or email prospectusny@ny.email.gs.com; BofA Merrill Lynch at Attention: Prospectus Department, One Bryant Park, New York, NY, 10036 (1-800-294-1322 or dg.prospectus_distribution@bofasecurities.com); Barclays (tollfree) at 1-888-603-5847 or barclaysprospectus@broadridge.com; BMO Capital Markets Corp. at 3 Times Square, New York, NY 10036, Attn: High Yield Syndicate, telephone: (212) 702-1882; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling (800) 831-9146; Credit Suisse at Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, telephone: 1-800-221-1037, or email: newyork.prospectus@credit-suisse.com or KeyBanc Capital Markets at 127 Public Square, 4th Floor, Cleveland, Ohio 44114, Attn: Prospectus Delivery Department, or by calling 800-859-1783.

Forward-Looking Statements

Certain statements the company made or incorporated by reference in this release, or made in other documents furnished to or filed with the Securities Exchange Commission, as well as in press releases or in oral presentations made by company employees, reflect management’s estimates and beliefs and are intended to be “forward-looking statements” identified in the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “estimates” and other similar references to future periods typically identify forward-looking statements. The company cautions readers that forward-looking statements reflect the company’s current beliefs and judgments, but are not guarantees of future performance or outcomes. They are based on a number of assumptions and estimates that are inherently affected by economic, competitive, regulatory, and operational risks, uncertainties and contingencies that are beyond the company’s control, and upon assumptions about future business decisions and conditions that may change.

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Forward-looking statements are only predictions and involve risks and uncertainties, resulting in the possibility that actual events or performance will differ materially from such predictions as a result of certain risk factors, including that our acquisition of Precision Partners may not be consummated, or may not be consummated in a timely manner; that we will not integrate Precision Partners successfully following the consummation of the acquisition; and that potential growth opportunities, accretion to earnings and cash flow and other anticipated benefits and opportunities from the acquisition, such as providing enhanced customer solutions and accelerated research and innovation, may not be fully realized or may take longer to realize than expected. In addition, factors that could cause our actual results and financial condition and any benefits from the acquisition, if consummated, to differ materially from the results contemplated by such forward-looking statements include reduced selling prices, shipments and profits associated with a highly competitive and cyclical industry; domestic and global steel overcapacity; changes in the cost of raw materials and energy; the company’s significant amount of debt and other obligations; severe financial hardship or bankruptcy of one or more of the company’s major customers or key suppliers; our significant proportion of sales to the automotive market; reduced demand in key product markets due to competition from aluminum or other alternatives to steel; excess inventory of raw materials; supply chain disruptions or poor quality of raw materials; production disruption or reduced production levels; the company’s healthcare and pension obligations; not reaching new labor agreements on a timely basis; major litigation, arbitrations, environmental issues and other contingencies; regulatory compliance and changes; climate change and greenhouse gas emission limitations; conditions in the financial, credit, capital and banking markets; our use of derivative contracts to hedge commodity pricing volatility; potential permanent idling of facilities; inability to fully realize benefits of margin enhancement initiatives; information technology security threats and cybercrime; as well as those risks and uncertainties discussed in more detail in the company’s Annual Report on Form 10-K for the year ended December 31, 2016, as updated in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission.

As such, the company cautions readers not to place undue reliance on forward-looking statements, which speak only to the company’s plans, assumptions and expectations as of the date hereof. The company undertakes no obligation to publicly update any forward-looking statement, except as required by law.

About AK Steel

AK Steel is a leading producer of flat-rolled carbon, stainless and electrical steel products and carbon and stainless tubular products, primarily for automotive, infrastructure and manufacturing, electrical power generation and distribution markets. Headquartered in West Chester, Ohio (Greater Cincinnati), the company employs approximately 8,500 men and women at eight steel plants, two coke plants and two tube manufacturing operations across six states (Indiana, Kentucky, Michigan, Ohio, Pennsylvania and West Virginia) and one tube plant in Mexico.

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