Real Alloy Announces Asset Purchase Agreement as Part of “Stalking Horse” Bidding Process

Orderly Sale Process Continues on Track

BEACHWOOD, Ohio–(BUSINESS WIRE)–Real Alloy Holding, Inc. (“Real Alloy” or the “Company”) today announced
that the Company and the ad hoc group comprised of certain Real Alloy
noteholders led by funds and accounts managed by DDJ Capital Management
have reached an agreement in principal with the Official Committee of
Unsecured Creditors (the “Committee”) under which the Committee will
support the sale of Real Alloy to the noteholder group pursuant to the
terms and conditions of an asset purchase agreement filed with the
Bankruptcy Court on March 8, 2018. Under the asset purchase agreement,
the noteholder group has agreed to acquire substantially all of Real
Alloy’s US and international operations for an estimated total purchase
consideration of approximately US$364 million, plus the assumption of
certain liabilities. The noteholder group’s bid will remain subject to
higher and better bids, as contemplated by the bid procedures approved
by the Bankruptcy Court.

As part of reaching an agreement with the Committee, the asset purchase
agreement provides for the assumption by the buyer of certain priority
and unsecured claims of the estate. Specifically, the purchaser has
committed to assume up to US$18.6 million in liabilities on account of
these claims. Under the asset purchase agreement, 503(b)(9) claimants
may receive as much as 100% on account of their claims as an upfront
payment at closing in exchange for terms including negotiated credit
limits, volume and pricing. Vendors holding general unsecured claims may
also receive recoveries on their claims, depending upon credit and other
commercial terms offered.

Under the terms of the “stalking horse bid”, the Company is expected to
see its secured debt obligations reduced by approximately $200 million,
which will provide the Company with a strong balance sheet and ample
liquidity post Chapter 11 emergence.

During this process, Real Alloy will continue its operations
uninterrupted in the ordinary course of business, and will meet
day-to-day obligations to its customers, suppliers of goods and
services, and employees.

Management Comments

Terry Hogan, President of Real Alloy, stated, “We remain on track to
complete the sale process as planned by the end of April and are pleased
that Real Alloy’s secured and unsecured creditors have been able to
reach a mutually agreeable settlement at this time. This paves the way
forward for the Company. As we work as expeditiously as possible toward
closing, our day-to-day operations will move forward as usual, and we
look forward to providing further updates in the coming weeks.”

Additional Information on the Chapter 11 Proceedings

Court filings and other information related to the court-supervised
proceedings are available at a website administered by the Company’s
claims agent, Prime Clerk, at https://cases.primeclerk.com/realindustry.
Additional information on Real Alloy can be found at its website www.realalloy.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements, which are based on our
current expectations, estimates, and projections about the businesses
and prospects of Real Alloy, its parent Real Industry, Inc. (“Real
Industry”) and their subsidiaries (“we” or “us”), 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.
We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict.
Forward-looking statements discuss, among other matters: our financial
and operational results, as well as our expectations for future
financial trends and performance of our business in future periods; our
strategy; risks and uncertainties associated with Chapter 11
proceedings; the negative impacts on our businesses as a result of
filing for and operating under Chapter 11 protection; the time, terms
and ability to confirm a Chapter 11 plan of reorganization for our
businesses; the adequacy of the capital resources of our businesses and
the difficulty in forecasting the liquidity requirements of the
operations of our businesses; the unpredictability of our financial
results while in Chapter 11 proceedings; our ability to discharge claims
in Chapter 11 proceedings; Real Alloy’s negotiations with the “stalking
horse” bidder on definitive purchase and ancillary agreements and
ability to comply with the terms of such agreements; receipts of other
acquisition bids and negotiations with associated bidders; negotiations
with the holders of Real Alloy’s Senior Secured Notes, its asset-based
facility lender, and its trade and other unsecured creditors; risks and
uncertainties with performing under the terms of the Debtors’
debtor-in-possession (“DIP”) financing arrangements and any other
arrangement with lenders or creditors while in Chapter 11 proceedings;
our ability to operate our businesses within the terms of our respective
DIP financing arrangements; the forecasted uses of funds in our DIP
budgets; negotiations with DIP lenders; the impact of Real Alloy’s Chief
Restructuring Officer on its restructuring efforts and negotiations with
creditors and other stakeholders in the Chapter 11 proceedings; our
ability to retain employees, suppliers and customers as a result of
Chapter 11 proceedings; Real Alloy’s ability to conduct business as
usual in the United States and worldwide; Real Alloy’s ability to
continue to serve customers, suppliers and other business partners at
the high level of service and performance they have come to expect from
Real Alloy; our ability to continue to pay suppliers and vendors; our
ability to fund ongoing business operations through the applicable DIP
financing arrangements; the use of the funds anticipated to be received
in the DIP financing arrangements; the ability to control costs during
Chapter 11 proceedings; the risk that our Chapter 11 proceedings may be
converted to cases under Chapter 7 of the Bankruptcy Code; the ability
of Real Industry to preserve and utilize the NOLs following its Chapter
11 proceedings; our ability to secure operating capital; Real Industry’s
ability to take advantage of opportunities to acquire assets with upside
potential; Real Industry’s ability to execute on its strategic plan to
evaluate and close potential M&A opportunities; our long-term outlook;
our preparation for future market conditions; and any statements or
assumptions underlying any of the foregoing. Such statements are not
guarantees of future 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 differences include, but are not
limited to, the decisions of the bankruptcy court; negotiations with
Real Alloy’s debtholders, our creditors and any committee approved by
the bankruptcy court; negotiations with lenders on the definitive DIP
financing, equity investment, purchase agreement and post-emergence
credit facility documents; Real Industry’s ability to meet the closing
conditions of its DIP financing, equity investment or post-emergence
credit facilities; our ability to meet the requirements, and compliance
with the terms, including restrictive covenants, of our respective DIP
financing arrangements and any other financial arrangement while in
Chapter 11 proceedings; changes in our operational or cash needs from
the assumptions underlying our DIP budgets and forecasts; changes in our
cash needs as compared to our historical operations or our planned
reductions in operating expense; adverse litigation; changes in domestic
and international demand for recycled aluminum; the cyclical nature and
general health of the aluminum industry and related industries;
commodity and scrap 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; the impact of tariffs and trade regulations on
our operations; the impact of the recently approved U.S. tax legislation
and any other changes in U.S. or non-U.S. tax laws on our operations or
the value of Real Industry’s NOLs; Real Industry’s 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; our ability
to control operating costs and other expenses; that general economic
conditions may be worse than expected; that competition may increase
significantly; changes in laws or government regulations or policies
affecting our current business operations and/or our legacy businesses,
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 Real Industry, Inc.’s
Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on
May 10, 2017, August 8, 2017 and November 9, 2017 and Form 10-K filed
with the SEC on March 13, 2017, and similar disclosures in subsequent
reports filed with the SEC.

Cautionary Note Regarding Real Industry Common Stock

Real Industry cautions that trading in its securities during the
pendency of the Chapter 11 proceedings is highly speculative and poses
substantial risks. Trading prices for Real Industry’s securities may
bear little or no relationship to the actual recovery, if any, by
holders of such securities in the Chapter 11 proceedings.

Contacts

Real Alloy Holding, Inc.
Michael Hobey, 216-755-8836
or
The
Equity Group, Inc.
Adam Prior, 212-836-9606
[email protected]
or
Carolyne
Y. Sohn, 415-568-2255
[email protected]