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): December 7, 2007
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-52105
(Commission
File Number)
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94-3030279
(I.R.S. Employer
Identification No.) |
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27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices)
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92610-2831
(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 1.01. Entry into a Definitive Material Agreement.
On December 7, 2007, Kaiser Aluminum Corporation (the “Company”) and certain subsidiaries of the
Company entered into a First Amendment to Senior Secured Revolving Credit Agreement, Consent and
Facility Increase with JPMorgan Chase Bank, N. A., as administrative agent and a lender, and the
other financial institutions party thereto (the “Amendment”) pursuant to which the lenders agreed
to increase the aggregate commitment under the revolving credit facility from $200,000,000 to
$265,000,000 (the “Revolving Credit Facility”), effective December 10, 2007. The Revolving Credit
Facility matures in July 2011 and will continue to bear interest at a rate equal to either a base
rate or LIBOR, at the Company’s option, plus a specified variable percentage determined by
reference to the then remaining borrowing availability under the Revolving Credit Facility.
The preceding description of the Amendment is a summary and is qualified in its entirety by the
Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 13, 2007, the Company issued a press release announcing the entry of the Amendment.
The Company also announced in this press release the voluntary prepayment of its $50 million term
loan. A copy of this press release is attached hereto as Exhibit 99.1.
The information contained in the press release shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to
liability of that section. In addition, this information shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act, or the Exchange
Act, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
10.1
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First Amendment to Senior Secured Revolving Credit
Agreement, Consent and Facility Increase dated as
of December 10, 2007. |
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99.1
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Press Release dated December 13, 2007. |