Real Alloy Announces Receipt of Bids to Acquire the Company and Selection of “Stalking Horse” Bidder

BEACHWOOD, Ohio–(BUSINESS WIRE)–Real Alloy Holding, Inc. (“Real Alloy” or the “Company”) today announced
that the Company received multiple bids to acquire all of Real Alloy’s
operations in advance of the previously announced court-approved
deadline of January 31, 2018.

A group of the Company’s noteholders, which in conjunction with Bank of
America provided the existing Real Alloy debtor-in-possession facility,
intend to serve as the "stalking horse" bidder in the court-supervised
sale process. These noteholders, who are very familiar with the
Company’s operations, have expressed strong interest in operating both
the North American and European business units. The noteholder group is
comprised of large, sophisticated U.S. based investors. In addition to
the noteholders’ indication, the Company also received multiple cash
bids for the business. However, the noteholders illustrated their
commitment to and belief in the Company by stating that they are making
a credit bid that is substantially higher than any of the cash bids
received, and designed to preserve and maximize the value of the
business.

As the stalking horse bid in the sale process, the noteholder group bid
will be subject to higher and better bids. The deadline to submit
qualified bids is March 19, 2018. Currently, an auction is scheduled to
take place on March 27, 2018, and a hearing to approve a sale is
scheduled for March 29, 2018. This schedule is designed to facilitate an
efficient and highly competitive sale process that maximizes value for
all Real Alloy stakeholders.

Throughout the process, Real Alloy expects its operations to continue
uninterrupted in the ordinary course of business and expects to continue
to meet its day-to-day obligations to its employees, suppliers of goods
and services and customers. During the first quarter, Real Alloy has
continued to work on additional contracts for 2018 production with
several longstanding customers.

Management Comments

Terry Hogan, President of Real Alloy, stated, “We are pleased to have
the continued support of our noteholders and to have received numerous
bids during the stalking horse phase of the sales process. We look
forward to working through the milestones in our financial restructuring
and completing an orderly sale of the business to maximize value as
planned. By the beginning of May, we expect to have new ownership in
place that supports our business, customers, suppliers, and employees.”

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. 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; negotiations with the “stalking horse” bidder
on a definitive agreement for the terms of purchase; 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 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 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]
Carolyne
Y. Sohn, (415) 568-2255
[email protected]