SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT — May 10, 2010
(Date of earliest event reported)
AK STEEL HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Commission File No. 1-13696
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Delaware
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31-1401455 |
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| (State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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9227 Centre Pointe Drive
West Chester, Ohio
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45069 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (513) 425-5000
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 (see General
Instruction A.2. below):
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 Material Definitive Agreement.
On May 10, 2010, AK Steel Corporation (“AK Steel”) announced that, as of 5:00 p.m., New York City
time, on May 7, 2010 (the “Consent Date”), approximately $320.8 million in aggregate principal
amount of its 7 3/4% Senior Notes due 2012 (the “Existing Notes”) had been tendered pursuant to its
previously announced cash tender offer for any and all of its outstanding Existing Notes (the “Cash
Tender Offer”), as described in the Offer to Purchase and Consent Solicitation Statement, dated
April 26, 2010 (the “Offer to Purchase”). AK Steel has accepted for purchase all Existing Notes
that were validly tendered and not withdrawn prior to the Consent Date.
Concurrently with the Cash Tender Offer, AK Steel solicited consents to certain proposed amendments
to the indenture governing the Existing Notes. AK Steel has received consents from holders of
approximately 63.6% of the Existing Notes as of the Consent Date. The consents are sufficient to
effect the proposed amendments to the indenture governing the Existing Notes as set forth in the
Offer to Purchase. The proposed amendments eliminate certain of the covenants and default
provisions in the indenture. In order to effect the proposed amendments to the indenture, AK Steel
executed a supplemental indenture among AK Steel, the guarantors party thereto and The Bank of New
York Mellon Trust Company, N.A. (as successor to Fifth Third Bank), as trustee (the “Second
Supplemental Indenture”). The Second Supplemental Indenture is binding on the holders of Existing
Notes not purchased in the Tender Offer and is filed herewith as Exhibit 4.3.
The Cash Tender Offer and consent solicitation will expire at 11:59 p.m., New York City time, on
Friday, May 21, 2010, unless extended or earlier terminated by AK Steel.
The press release announcing the results of the Cash Tender Offer and consent solicitation as of
the Consent Date is attached hereto as Exhibit 99.1.
In addition, on May 11, 2010 AK Steel completed the public offering of $400,000,000 aggregate
principal amount of its 7.625% Senior Notes Due 2020 (the “Notes”). The Notes are governed by an
indenture, dated as of May 11, 2010 (the “Base Indenture”), supplemented by a supplemental
indenture (the “First Supplemental Indenture”), among AK Steel, AK Steel Holding Corporation, as
guarantor, and U.S. Bank National Association, as trustee. A copy of the Base Indenture and the
First Supplemental Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively.
The offering of the Notes was conducted pursuant to the registration statement on Form S-3 (File
No. 333-166303) filed by AK Steel and AK Steel Holding Corporation.
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