Kaiser Aluminum Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 5, 2025, Kaiser Aluminum Corporation (the “Company”) issued $500,000,000 aggregate principal amount of its 5.875% Senior Notes due 2034 (the “Notes”) pursuant to an indenture, dated November 5, 2025 (the “Indenture”), among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) or to non-U.S. persons outside the United States under Regulation S of the Securities Act.
The Notes mature on March 1, 2034. Interest accrues on the Notes at a rate of 5.875% per annum from November 5, 2025, and interest is payable semiannually on March 1 and September 1 of each year. The first interest payment date is March 1, 2026. The Company may redeem all or part of the Notes at any time on or after March 1, 2029 at established redemption prices. At any time prior to March 1, 2029, the Company may also redeem up to 40.0% of the Notes using the proceeds from certain equity offerings at a redemption price equal to 105.875% of the principal amount. At any time prior to March 1, 2029, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole premium.” If the Company sells certain assets or experiences specific kinds of changes in control in connection with a ratings decline, the Company will be required to make an offer to purchase the Notes.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or certain holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, to be immediately due and payable.
The Company has various relationships with the initial purchasers. Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the initial purchasers and/or their affiliates are lenders and/or agents under our existing revolving credit facility. These agents and lenders, or their respective affiliates, have received, and may in the future receive, customary fees and expenses for those services.
The preceding description of the Indenture and the Notes is a summary and is qualified in its entirety by the Indenture and form of the Notes, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated by reference herein. On November 5, 2025, the Company also issued a press release announcing the completion of the offering. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Exhibit | |
| 4.1 | Indenture, dated November 5, 2025, among Kaiser Aluminum Corporation, each of the guarantors named therein and Computershare Trust Company, N.A., as Trustee. | |
| 4.2 | Form of 5.875% Senior Note due 2034 (included in Exhibit 4.1). | |
| 99.1 | Press release dated November 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: November 5, 2025 | By: | /s/ John M. Donnan | ||||
| John M. Donnan | ||||||
| Executive Vice President, Chief Administrative Officer and General Counsel | ||||||
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