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EX-99.1 - EX-99.1 - Aleris Corpd138039dex991.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 22, 2016

 

 

ALERIS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware   333-185443   27-1539594
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

25825 Science Park Drive, Suite 400, Cleveland, Ohio 44122

(Address of Principal Executive Offices, including Zip Code)

(216) 910-3400

(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))

 

 

 


Item 8.01 Other Events.

On March 22, 2016, Aleris International, Inc. (the “Company”), the direct wholly owned subsidiary of Aleris Corporation, issued a press release announcing that it priced a private offering of $550 million aggregate principal amount of 9.50% senior secured notes due 2021 (the “Notes”) at par, which represents an increase of $100 million from the offering size previously announced. The offering is expected to close on April 4, 2016, subject to customary closing conditions. The Company intends to use the net proceeds from the sale of the Notes (i) to complete a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7 58% Senior Notes due 2018 (the “2018 Notes”), including the payment of related fees and expenses, (ii) to redeem and discharge any of the Company’s outstanding 2018 Notes that are not purchased in the Tender Offer, including the payment of related fees and expenses and any redemption premium, and (iii) for general corporate purposes, which may include working capital and/or capital expenditures. A copy of the press release announcing the Company’s pricing of the Notes is set forth as Exhibit 99.1 hereto and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press release dated March 22, 2016.


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.

 

    ALERIS CORPORATION
Date: March 22, 2016     By:  

/s/ Eric M. Rychel

    Name:   Eric M. Rychel
    Title:   Executive Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press release dated March 22, 2016.