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EX-99.1 - EX-99.1 - KAISER ALUMINUM CORP | d37656dex991.htm |
8-K - 8-K - KAISER ALUMINUM CORP | d37656d8k.htm |
Exhibit 99.2
Kaiser Aluminum Corporation Announces Proposed Private Placement of New Senior Notes
FOOTHILL RANCH, Calif., May 11, 2021 (GLOBE NEWSWIRE) Kaiser Aluminum Corporation (Nasdaq: KALU) announced today that it plans to offer $500.0 million aggregate principal amount of senior notes due 2031 (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 Aluminums existing and future domestic subsidiaries that is a borrower or guarantor under Kaiser Aluminums revolving credit facility.
Kaiser Aluminum intends to use the net proceeds from the offering of the notes to redeem all $350 million aggregate principal amount of Kaiser Aluminums existing 6.500% senior notes due 2025 (the 2025 notes), and for general corporate purposes, which may include, among other things, capital spending and acquisitions. The consummation of the offering of the notes is subject to market conditions.
On May 11, 2021, Kaiser Aluminum provided conditional notice of its intent to redeem the 2025 notes on May 21, 2021. The redemption will be conditional upon successful completion of the offering of the notes. This press release does not constitute a notice of redemption with respect to the 2025 notes.
The notes and the related guarantees have not been and will not be 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 persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. 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 securities, and shall not constitute an offer, solicitation or sale of any securities 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 which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to it at the time such statements are made. Kaiser Aluminum cautions that any forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. These factors include: (a) the effectiveness of managements strategies and decisions, including capital spending strategies and decisions; (b) general economic and business conditions, including the impact of the global outbreak of Coronavirus Disease 2019 and governmental and other actions taken in response, cyclicality, reshoring and other conditions that impact demand drivers in the aerospace/high strength, automotive, general engineering, packaging and other end markets Kaiser Aluminum serves; (c) Kaiser Aluminums ability to participate in mature and anticipated new automotive programs expected to launch in the future and successfully launch new automotive programs; (d) changes or shifts in defense spending due to competing national priorities; (e) pricing, market conditions and Kaiser Aluminums ability to effectively flex costs in response to changing economic conditions; (f) developments in technology; (g) the impact of Kaiser Aluminums future earnings, cash flows, financial condition, capital requirements and other factors on its financial strength and flexibility; (h) new or modified statutory or regulatory requirements; (i) the successful integration of the acquired operations and technologies that continue to drive innovative solutions and further advance its capabilities, (j) the completion of purchase price allocation and other adjustments in connection with the Warrick acquisition, and (k) other risk factors summarized in Kaiser Aluminums reports filed with the Securities and Exchange Commission, including Kaiser Aluminums Form 10-K for the year ended December 31, 2020 and Form 10-Q for the quarter ended March 31, 2021. Kaiser Aluminum undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in Kaiser Aluminums expectations.
Investor Relations and Public Relations Contact:
Melinda C. Ellsworth
Kaiser Aluminum Corporation
(949) 614-1757