0000811596-12-000045.txt : 20120514 0000811596-12-000045.hdr.sgml : 20120514 20120514064344 ACCESSION NUMBER: 0000811596-12-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120514 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120514 DATE AS OF CHANGE: 20120514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAISER ALUMINUM CORP CENTRAL INDEX KEY: 0000811596 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 943030279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52105 FILM NUMBER: 12836478 BUSINESS ADDRESS: STREET 1: 27422 PORTOLA PARKWAY, SUITE 200 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610-2831 BUSINESS PHONE: 949-614-1740 MAIL ADDRESS: STREET 1: 27422 PORTOLA PARKWAY, SUITE 200 CITY: FOOTHILL RANCH STATE: CA ZIP: 92610-2831 FORMER COMPANY: FORMER CONFORMED NAME: KAISERTECH LTD DATE OF NAME CHANGE: 19901122 8-K 1 a8-kxseniornotelaunch.htm 8-K 8-K - Senior Note Launch


 
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 EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 14, 2012
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
0-52105
 
94-3030279
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
 
 
27422 Portola Parkway, Suite 200
 
 
 
 
Foothill Ranch, California
 
92610-2831
 
 
(Address of Principal Executive Offices)
 
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 May 14, 2012, Kaiser Aluminum Corporation (the “Company”) issued a press release announcing its intention to offer $200.0 million in aggregate principal amount of senior notes due 2020 (the “Notes”), pursuant to an exemption under the Securities Act of 1933. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, acquisitions. The consummation of the offering of Notes is subject to market 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)
 
Exhibits .
 
 
 
Exhibit
 
 
Number
 
Description
99.1
 
Press release dated May 14, 2012.

   





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
(Registrant)
 
 
 
 
 
 
 
By:
 
/s/ Cherrie I. Tsai
 
 
 
 
Cherrie I. Tsai
Assistant Secretary and Assistant General Counsel
Date: May 14, 2012





EXHIBIT INDEX

Exhibit
 
Number
Description
99.1
Press release dated May 14, 2012.



EX-99.1 2 pressreleasedatedmay142012.htm PRESS RELEASE DATED MAY 14, 2012. Press release dated May 14, 2012.


Exhibit 99.1


FOR IMMEDIATE RELEASE

Kaiser Aluminum Corporation Announces Private Placement of Senior Notes
FOOTHILL RANCH, Calif., May 14, 2012 (GLOBE NEWSWIRE) -- Kaiser Aluminum Corporation (Nasdaq:KALU) announced today that it plans to offer $200.0 million aggregate principal amount of senior notes due 2020 (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 guaranteed by each of Kaiser Aluminum's existing and future domestic subsidiaries that is a borrower or a guarantor under Kaiser Aluminum's revolving credit facility.
Kaiser Aluminum intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include, among other things, acquisitions. The consummation of the offering of notes is subject to market conditions.
The notes and the related guarantees have not been 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 qualified institutional buyers under Rule 144A and to 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 notes, and shall not constitute an offer, solicitation or sale of any notes 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 based on management's current expectations, estimates and projections that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 involving known and unknown risks and uncertainties that may cause actual results, performance or achievements of Kaiser Aluminum to be materially different from those expressed or implied. Kaiser Aluminum cautions that such forward-looking statements are not guarantees of future performance or events and involve significant risks and uncertainties and actual events may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. These factors include: (a) material adverse changes in economic or industry conditions generally, including global financial markets; (b) current expectations and beliefs as to the consummation of the offering of notes and the uses of proceeds thereof; and (c) 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, 2011. All information in this release is as of the date of the release. Except as required by law, 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.
CONTACT:
 
Investor Relations Contact:
 
 
Melinda C. Ellsworth
 
 
Kaiser Aluminum Corporation
 
 
(949) 614-1757
 
 
 
 
 
Public Relations Contact:
 
 
Dave Quast
 
 
FTI Consulting
 
 
(213) 452-6348