UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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): June 4, 2018
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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 7.01. | Regulation FD Disclosure. |
On June 4, 2018, in connection with its previously announced debt refinancing transaction, Aleris International, Inc. (the “Company”) issued a press release announcing that it intends to offer (the “Private Offering”) $400 million aggregate principal amount of senior secured junior priority notes due 2023 (the “Notes”), subject to market and other conditions, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release announcing the Company’s intention to offer the Notes is set forth as Exhibit 99.1 hereto and is incorporated by reference herein.
Portions of the summary section and other information from a preliminary offering memorandum prepared by the Company in connection with the Private Offering of Notes are attached as Exhibit 99.2 hereto and are incorporated by reference herein. The information contained in Exhibit 99.2 should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. Such information speaks as of the date of this Current Report on Form8-K. The Company specifically disclaims any obligation to update the attached materials in the future, except as may be required by law.
The information in Item 7.01 of this Current Report on Form8-K and Exhibits 99.1 and 99.2 attached hereto are being furnished to the Securities and Exchange Commission pursuant to Item 7.01 of Form8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act.
The information furnished in this Current Report on Form8-K pursuant to Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Private Offering.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| 99.1 | | Press release dated June 4, 2018. |
| |
| 99.2 | | Portions of preliminary offering memorandum, dated June 4, 2018, prepared in connection with the Private Offering. |
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: June 4, 2018 | | | | 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 June 4, 2018. |
| |
| 99.2 | | Portions of preliminary offering memorandum, dated June 4, 2018, prepared in connection with the Private Offering. |
