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 28, 2016
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)) |
| Item 8.01. | Other Events. |
On April 28, 2016, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing that it has priced its previously announced offering of $375.0 million in aggregate principal amount of 5.875% senior notes due 2024 (the “Notes”), pursuant to an exemption under the Securities Act of 1933. This represents an increase of $50.0 million over the amount previously announced. The Company intends to use the net proceeds from the offering to redeem all outstanding amounts of the Company’s existing 8.250% senior notes due 2020, consisting of aggregate principal amount of $197.8 million and a redemption premium of $8.2 million, and for general corporate purposes, which may include, among other things, capital spending, acquisitions and repurchases of the Company’s common stock. The consummation of the offering of Notes is expected to be completed on May 12, 2016, subject to customary closing conditions. 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) Exhibit.
| Number |
Exhibit | |
| 99.1 | Press release dated April 28, 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.
| KAISER ALUMINUM CORPORATION | ||||||
| Date: April 28, 2016 | By: | /s/ Cherrie I. Tsai | ||||
| Cherrie I. Tsai | ||||||
| Vice President, Deputy General Counsel & Corporate Secretary | ||||||
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press release dated April 28, 2016. | |