8-K
KAISER ALUMINUM CORP false 0000811596 0000811596 2020-04-29 2020-04-29

 

 

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): April 29, 2020

 

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 April 29, 2020, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing that it has priced an additional $50.0 million in aggregate principal amount of 6.500% senior notes due 2025 (the “Notes”), in a private transaction that is exempt from the registration requirements of the Securities Act of 1933. The consummation of the offering of the Notes is expected to be completed on May 1, 2020, subject to customary closing conditions. The Notes will be issued under the indenture pursuant to which Kaiser Aluminum previously issued $300.0 million aggregate principal amount of 6.500% senior notes due 2025 (the “Initial Notes”), all of which remains outstanding. The Notes will be treated as the same class and series as, and otherwise identical to, the Initial Notes other than with respect to the date of issuance and issue price. The Notes will be issued at an offering price of 101.000%, plus accrued interest from April 28, 2020 to the date of delivery.

The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, capital spending and acquisitions. 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 April 29, 2020.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: April 29, 2020

 

By:

 

/s/ Cherrie I. Tsai

 

 

Cherrie I. Tsai

Vice President, Deputy General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Kaiser Aluminum Corporation Announces Pricing of Additional Senior Notes

FOOTHILL RANCH, Calif., April 29, 2020 (GLOBE NEWSWIRE) — Kaiser Aluminum Corporation (Nasdaq: KALU) announced today that it has priced an additional $50.0 million aggregate principal amount of 6.500% senior notes due 2025 (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 issued under the indenture pursuant to which Kaiser Aluminum previously issued $300.0 million aggregate principal amount of 6.500% senior notes due 2025 (the “initial notes”), all of which remains outstanding. The notes will be treated as the same class and series as, and otherwise identical to, the initial notes other than with respect to the date of issuance and issue price. The notes will be issued at an offering price of 101.000%, plus accrued interest from April 28, 2020 to the date of delivery.

The notes will be guaranteed by each of Kaiser Aluminum’s existing and future domestic subsidiaries that is a borrower or guarantor under Kaiser Aluminum’s revolving credit facility. The consummation of the offering of the notes is expected to be completed on May 1, 2020, subject to customary closing conditions.

Kaiser Aluminum intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include, among other things, capital spending and acquisitions.

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 management’s strategies and decisions; (b) general economic and business conditions, including the impact of the global outbreak of Coronavirus Disease 2019 and governmental and other actions taken in response, 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 Aluminum’s reports filed with the Securities and Exchange Commission, including Kaiser Aluminum’s Form 10-K for the year ended December 31, 2019 and Form 10-Q for the three months ended March 31, 2020. Kaiser Aluminum undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in Kaiser Aluminum’s expectations.

Investor Relations and Public Relations Contact:

Melinda C. Ellsworth

Kaiser Aluminum Corporation

(949) 614-1757