KALU Kaiser Aluminum
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or Other Jurisdiction
27422 Portola Parkway, Suite 200
Foothill Ranch, California
(Address of Principal Executive Office)
(Registrant’s telephone number, including area code)
(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
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
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.|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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
/s/ Cherrie I. Tsai
Cherrie I. Tsai
Vice President, Deputy General Counsel & Corporate Secretary