UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: November 1, 2016 Real Industry, Inc. Delaware (state or other Jurisdiction of Incorporation) (Commission File Number) (IRs Employer Identification No.) Ventura Boulevard, Suite 400 Sherman Oaks, California (Address of principal executive offices)(zip Code) Registrant s telephone number, including area code: (805) (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 ) soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 7.01 Regulation FD Disclosure. On November 1, 2016, the Company issued a press release announcing the acquisition of Beck Aluminum Alloys, ltd., and the scheduling of the release of its fiscal 2016 third quarter financial results and conference call. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in Exhibit 99.1 furnished as an exhibit hereto shall not be deemed filed for purposes of section 18 of the securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Real Industry, Inc. Press Release dated November 1, 2016.

3 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 thereunto duly authorized. REAL INDUSTRY, INC. Date: November 1, 2016 By: /s/ KylE ROss Name: Kyle Ross Title: President, Interim Chief Executive Officer and Chief Investment Officer

4 INDEX TO EXHIBITS Exhibit No. Description 99.1 Real Industry, Inc. Press Release dated November 1, 2016.

5 Exhibit 99.1 REAL INDUSTRY SUBSIDIARY ACQUIRES ASSETS OF BECK ALUMINUM ALLOYS AND MINORITY STAKE IN AFFILIATED TRADING BUSINESS FOR $24 MILLION Real Industry schedules release of Fiscal 2016 Third Quarter financial results and conference call SHERMAN OAKS, Calif., November 1, Real Industry, Inc. (NASDAQ: RELY) ( Real Industry or the Company ) today announced that Real Alloy Holding, Inc. ( Real Alloy ) has closed on the purchase of select assets of Beck Aluminum Alloys ( Beck Alloys ), a privately-held operator of three secondary aluminum recycling plants in the United States. Beck Alloys facilities primarily produce high purity foundry alloys from aluminum scrap to supply the automotive, wheel, and recreational equipment casting industries. In addition, Real Alloy has obtained a significant minority equity ownership interest in an affiliated enterprise serving as a broker/distributor of prime aluminum and primary based alloys as part of the transaction. The owners of Beck Alloys and the affiliated broker/distributor ( Beck Trading ) have successfully operated in the aluminum industry for over 65 years, initially as a trading organization, and then vertically integrating into the manufacturing of secondary alloys over the last 15 years. Its recycling facilities are located in Mt. Pleasant, WI, Houston, TX, and Lebanon, PA. Highlights of the Transaction The transaction results in Real Alloy growing its geographic footprint with two new facilities (Mt. Pleasant, WI and Houston, TX) that began operation in 2015 and are operating at high capacity utilization and one currently idled (Lebanon, PA). In addition, Real Alloy expands its product offering further into high purity foundry alloys, and, through its strategic partnership with Beck Trading, it will be able to provide its customers with access to prime aluminum and other prime based alloys. For fiscal 2015, Beck Alloys shipped approximately 55,000 metric tonnes to its customers, with the majority delivered under buy/sell arrangements (compared to 1.2 million metric tonnes from Real Alloy in 2015). The Company expects the acquisition to be accretive to earnings in 2017 and meet its 20% IRR return target. Capital expenditures associated with the acquired plants are expected to be low for the next several years given their relatively new construction. Real Alloy funded the acquisition and investment utilizing a combination of cash, draws on its Asset-Based Facility and borrowings under a new equipment term loan. There will be no dilution to Real Industry stockholders. The Company expects the net liquidity impact to Real Alloy to be less than $6 million upon normalization of working capital. Management Commentary Mr. Kyle Ross, President, Interim Chief Executive Officer and Chief Investment Officer of Real Industry, stated, We are very excited to have acquired a company that is a good complement to Real Alloy, providing an expansion into high purity alloys, primary aluminum and prime-based alloys while opening up new geographies and customer relationships. This transaction is well aligned with our strategy to opportunistically allocate capital behind our proven team at Real Alloy at a value and under a structure that is advantageous to our stockholders. This acquisition and investment with the Beck family will add considerable strategic value for Real Alloy over the long term and we will be looking for additional

6 Real Industry, Inc. Page 2 November 1, 2016 opportunities where we can take advantage of our size and access to capital to increase the value of our business. Mr. Terry Hogan, President of Real Alloy, added We have known the Beck family for many years and know their facilities to be well run. We look forward to being their partner in the trading business and we welcome the Beck Alloys employees to the Real Alloy team. Mr. Ross continued, Over the past two months we have repositioned our M&A activities to focus on maximizing the benefits of two valuable assets within Real Industry our Real Alloy business and our tax assets. Our M&A deal flow is strong, and it has a directed focus on creating long-term value for our stockholders at lower risk levels Third Quarter Conference Call Details The Company also announced it plans to release its financial results for the fiscal third quarter ended September 30, 2016 after the stock markets close on Wednesday, November 9, The Company will discuss those results as well as the Beck Alloys acquisition in a conference call on Thursday, November 10, 2016, at 1:00 p.m. ET. Call Participants Kyle Ross, President, Interim Chief Executive Officer and Chief Investment Officer of Real Industry Michael Hobey, Chief Financial Officer of Real Industry Terry Hogan, President of Real Alloy Dial-in Numbers (877) (Toll-free U.S. & Canada) (412) (International) Webcast Access Participants may also access the live call via webcast at The webcast will be archived and accessible for approximately 30 days. About Real Industry, Inc. Real Industry is a North America-based holding company seeking to take significant ownership stakes in well-managed and consistently profitable businesses concentrated primarily in the United States industrial and commercial marketplace. Real Industry has significant capital resources, and U.S. federal net operating loss tax carryforwards of more than $870 million. For more information about Real Industry, visit its corporate website at Cautionary Statement Regarding Forward-Looking Statements This release contains forward-looking statements, which are based on our current expectations, estimates, and projections about the Company s and its subsidiaries businesses and prospects, as well as management s beliefs, and certain assumptions made by management. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, may, should, will and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements regarding the Company s expectation that the acquisition will be accretive to earnings and meet the Company s 20% IRR return rate; expectations regarding capital expenditures associated with the acquired plants for the next several years; the expected net liquidity impact to Real Alloy as a result of the transaction; the significant strategic value for Real Alloy of the acquisition and investment over the long term; other expected benefits of the transaction to the Company, including the expansion into high purity alloys, primary aluminum and prime-based alloys, new geographies and customer relationships; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future

7 Real Industry, Inc. Page 3 November 1, 2016 performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to, changes in domestic and international demand for recycled aluminum; the cyclical nature and general health of the aluminum industry and related industries; commodity price fluctuations and our ability to enter into effective commodity derivatives or arrangements to effectively manage our exposure to such commodity price fluctuations; inventory risks, commodity price risks, and energy risks associated with Real Alloy s buy/sell business model; our ability to successfully identify, acquire and integrate additional companies and businesses that perform and meet expectations after completion of such acquisitions; our ability to achieve future profitability; as well as those risks and uncertainties disclosed under the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in the Company s Form 10-K filed with the Securities and Exchange Commission ( SEC ) on March 14, 2016, and subsequent Forms 10-Q, including the Risk Factors therein, as well as the Company s other SEC filings, which are available on our website at and on the SEC website at Contact Real Industry, Inc. Jeff Crusinberry, Senior Vice President and Treasurer (805) investor.relations@realindustryinc.com