Item 1.01
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Entry into a Material Definitive Agreement
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Common Stock Offering
On May 3, 2016, AK Steel Holding Corporation (AK
Holding) completed the public offering (the Offering) of 59,800,000 shares of common stock, par value $0.01 (the Common Stock), including the exercise in full of an over-allotment option of 7,800,000 shares of Common
Stock.
The Common Stock was issued pursuant to an underwriting agreement (the Underwriting Agreement), dated as of April 28,
2016, between AK Holding and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the underwriters named therein (the Underwriters).
Pursuant to the Underwriting Agreement and subject to its terms and conditions, AK Holding agreed to sell the Common Stock to the Underwriters, and the
Underwriters agreed to purchase the Common Stock for resale to the public. The Common Stock was sold pursuant to a registration statement on Form S-3 (File No. 333-210785), filed on April 15, 2016 (the Registration Statement)
by AK Holding and three of its subsidiaries: AK Steel Corporation (AK Steel), AK Steel Properties, Inc. and AK Tube LLC. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein.
AK Holding expects to receive net proceeds from the Offering, after underwriting discounts and commissions and estimated offering fees and
expenses, of approximately $249.0 million. AK Holding intends to use the net proceeds from the Offering to repay outstanding borrowings under AK Steels $1.5 billion asset-based revolving credit facility (the Credit Facility).
Other Relationships
An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as agent under the Credit Facility and each of the Underwriters or
their affiliates are lenders under the Credit Facility and will receive a portion of the proceeds from the Offering as a result of such repayment.
In addition, the Underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in
the future perform, various financial advisory and investment banking services for AK Holding, AK Steel or their affiliates, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve
securities and/or instruments of AK Steel and AK Holding or their affiliates. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.