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: March 820, 2018

Real Industry, Inc.

Delaware		001-08007		46-3783818
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3700 Park East Drive, Suite 300

Beachwood, OH 44122

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 435-1255

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1
.03
Item 1.03	Bankruptcy or Receivership.

1
.03



Item 7.01	Regulation FD Disclosure.

As previously disclosed, on November 17, 2017, Real Industry, Inc. (the “Company”), Real Alloy Intermediate Holding, LLC (“RAIH”), Real Alloy Holding, Inc. (“Real Alloy”) and certain of Real Alloy’s wholly-owned U.S. subsidiaries (collectively with RAIH and Real Alloy, the “Real Alloy Debtors,” and the Real Alloy Debtors with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being jointly administered under the caption “In re Real Industry, Inc., et al.”, Case No. 17-12464, in the Bankruptcy Court (the “Chapter 11 Proceedings”). The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions and orders of the Bankruptcy Code.

~~Real~~Monthly ~~Alloy~~Operating ~~Stalking Horse Bid~~Report

InOn ~~connection~~March ~~with the debtor-in-possession (“DIP”) financing obtained by the Real Alloy Debtors (the “RA DIP Financing”)~~20, ~~as previously disclosed~~2018, the ~~Real Alloy~~ Debtors ~~agreed~~filed totheir ~~pursue~~unaudited amonthly ~~sale~~operating ofreport ~~substantially~~for ~~all~~the ofperiod ~~their~~from ~~assets~~February ~~pursuant~~1, 2018 to ~~Section~~February ~~363~~28, of2018 (the ~~Bankruptcy Code (a~~ “~~Section~~Monthly ~~363~~Operating ~~Sale~~Report”). ~~Pursuant~~with to the ~~RA DIP Financing and associated bidding procedures and final orders related to the Section 363 Sale approved by the~~ Bankruptcy Court, ~~the~~in ~~Real Alloy Debtors were required to obtain~~ the ~~prior~~Chapter ~~written~~11 ~~consent~~Proceedings. A ofcopy ~~a majority~~ of ~~the~~this ~~Required~~report ~~Holders~~is ~~(as~~contained ~~defined~~ in the ~~Amended~~attached ~~and Restated Note Purchase Agreement, dated and effective as of January 19, 2018 and as filed as~~ Exhibit 1099.1 ~~to the Company’s Current Report on Form 8-K, filed January 25, 2018; the “Required DIP Noteholders”)~~ and ~~Bank~~is ofincorporated ~~America,~~herein ~~N.A. (as~~by ~~administrative agent and collateral agent under the Debtor-in-Possession Revolving Credit Agreement, dated as of November 20, 2017, and as filed as Exhibit 10~~reference.1 toThis ~~the Company’s~~ Current Report on Form 8-K, ~~filed~~(including ~~November 27, 2017;~~ the ~~“DIP~~exhibits ~~ABL Agent”~~hereto) inshall ~~order~~not tobe ~~sell,~~deemed orto ~~enter~~be ~~into~~an aadmission ~~binding~~as ~~agreement~~ to ~~sell,~~ the ~~assets~~materiality of the Real Alloy Debtors, unless the obligations under the RA DIP Financing, the prepetition Real Alloy 10% senior secured notes and the prepetition obligations under the Real Alloy revolving credit facility (collectively, the “Repayment Obligations”) are repaid in full in cash upon the closing of such sale. Further, under the final order for the RA DIP Financing, the Required DIP Noteholders, the DIP ABL Agent, and the collateral trustee/agent for the new money senior secured priming and superpriority postpetition notes (“New Money DIP Notes”) issued as part of the RA DIP Financing must approve any ~~stalking~~information ~~horse~~required ~~bid~~to ~~and~~be ~~bid~~disclosed ~~protections for such stalking horse bid~~herein.

~~Also~~Notice as previously disclosed, on February 5, 2018, the Real Alloy Debtors filed notice with the Bankruptcy Court in the Chapter 11 Proceedings advising that on February 2, 2018, the Required DIP Noteholders notified the Real Alloy Debtors of ~~their intention to provide a credit bid to purchase substantially all of the assets of the Real Alloy Debtors (the “~~Credit Bid ~~Proposal”).~~Amount ~~At such time, the Company also disclosed that the Real Alloy Debtors~~ and ~~Required~~Cancellation ~~DIP Noteholders were continuing to negotiate and finalized the terms~~ of ~~the Credit Bid Proposal and associated definitive agreement related to such Credit Bid Proposal.~~ Auction

~~Form~~In ~~Asset~~connection ~~Purchase~~with ~~Agreement~~the ~~for~~debtor-in-possession (“DIP”) financing obtained by the Real Alloy ~~Stalking~~Debtors, ~~Horse~~the ~~Bid;~~Real ~~Proposed~~Alloy Debtors agreed to pursue a sale of substantially all of their assets pursuant to Section 363 of the Bankruptcy Code (a “Section 363 Sale”). As ~~Order~~previously announced, an ad hoc group of holders of Real Alloy’s secured notes agreed to provide a credit bid for substantially all of Real Alloy’s assets and negotiated a form of asset purchase agreement with Real Alloy (the “APA”), which was filed in draft form with the Bankruptcy Court on March 8, 2018. This bid was subject to Real Alloy’s receipt of higher and better offers prior to the bid deadline of 4 pm Eastern on March 19, 2018, and conduct of an auction scheduled for March 27, 2018 related to such offers (the “Auction”).

On March 821, 2018, ~~the~~ Real Alloy ~~Debtors~~ filed a notice with the Bankruptcy Court ~~a form of a stalking horse asset purchase agreement~~ (the “~~Form Asset Purchase Agreement~~Notice”) announcing, to beamong ~~entered~~other ~~into~~things, bythat ~~and~~it ~~among~~had anot ~~to-be-determined~~received ~~purchaser~~an oroffer awith ~~group~~terms ofsuperior ~~purchasers~~to ~~(the~~those ~~“Purchaser”)~~contained ~~and~~within the ~~Real~~APA ~~Alloy~~by ~~Debtors~~such asdeadline, ~~sellers~~and (that the ~~“Sellers”),~~Auction ~~pursuant~~was tocancelled. ~~which~~Further, ~~among~~the ~~other~~Notice ~~things,~~disclosed the ~~Purchaser~~value isof ~~expected~~the topurchase ~~acquire~~price ~~(such~~terms ~~acquisition,~~in the ~~“Sale”)~~credit ~~substantially~~bid ~~all~~by of the ~~Sellers’~~noteholder ~~assets~~purchasers, ~~(the~~namely ~~“Acquired~~total ~~Assets”)~~purchase ~~for a to-be-determined~~ consideration ~~which~~valued ~~will~~by ~~include,~~the ~~among~~Debtors ~~other~~at ~~forms~~approximately of$364 ~~consideration~~million, ~~cash,~~plus ~~a credit bid, and~~ the assumption of certain ~~of the Sellers’~~ liabilities. ~~The~~ On ~~Form~~March ~~Asset Purchase Agreement was prepared by~~23, ~~and agreed to by~~2018, the ~~Sellers,~~Debtors ~~the~~filed ~~Required~~an ~~DIP~~execution ~~Noteholders~~version ~~and~~of the ~~Official~~ ~~Committee~~APA ofwith ~~Unsecured Creditors (~~the ~~“Committee”).~~Bankruptcy Court. The ~~Form~~APA ~~Asset~~remains ~~Purchase~~subject ~~Agreement~~to isBankruptcy aCourt ~~form~~approval and ~~therefore~~there ~~not~~can anbe ~~executed~~no ~~definitive~~assurance ~~agreement,~~as ~~and~~to iswhen ~~subject~~the toclosing ~~ongoing~~of ~~revisions.~~the ~~Entry~~transactions ~~into~~under athe ~~definitive~~APA ~~agreement~~will ~~effectuating~~occur, ~~the~~if ~~Sale~~at isall. ~~subject~~The toforegoing ~~the~~description ~~approval~~ of the ~~Bankruptcy~~Notice ~~Court.~~does Anot ~~hearing~~purport onto ~~the~~be ~~Sale~~complete and is ~~currently~~qualified ~~scheduled~~in ~~for~~its ~~March~~entirety ~~29,~~by ~~2018~~reference atto ~~10:00~~the aNotice attached hereto respectively as Exhibit 99.m.2 ~~(prevailing~~and ~~Eastern~~incorporated ~~Time)~~herein by reference.

~~The~~In ~~Form~~accordance ~~Asset~~with ~~Purchase~~General ~~Agreement~~Instruction ~~has~~B.2 ~~been~~of ~~prepared to~~Form be8-K, the information contained in this Item 7.01 and isin ~~thus~~Exhibits ~~expected~~99.1 and to99.2 ~~be,~~furnished ~~subject~~as toan aexhibit ~~number~~hereto ofshall ~~closing~~not ~~conditions,~~be ~~including,~~deemed ~~among~~“filed” ~~others,~~for ~~(i)~~purposes ~~the~~of ~~approval~~Section 18 of the ~~Bankruptcy~~Securities ~~Court~~Exchange inAct ~~the~~of ~~Chapter~~1934, 11as ~~Proceedings~~amended, ~~(ii)~~is ~~the~~not ~~affirmative~~subject ~~support~~to by the ~~Committee~~liabilities of ~~the~~that ~~terms~~section, ofand ~~the~~shall ~~Form~~not ~~Asset~~be ~~Purchase~~deemed ~~Agreement,~~incorporated ~~(iii)~~by ~~the~~reference ~~accuracy~~into ofany ~~representations~~registration ~~and~~statement ~~warranties~~or ofother document filed under the ~~parties~~Securities ~~and~~Act ~~(iv)~~of ~~material~~1933, ~~compliance~~as ~~with~~amended, ~~the~~except ~~obligations~~as ~~and~~shall ~~covenants~~be expressly set forth inby ~~the~~specific ~~Form~~reference ~~Asset~~in ~~Purchase~~such ~~Agreement~~filing or document.

~~The~~Cautionary ~~sale~~Note ofRegarding the ~~Acquired~~Monthly ~~Assets~~Operating ~~pursuant~~Report ~~to the Form Asset Purchase Agreement is expected to be conducted pursuant to, among others, Sections 363 and 365 of the Bankruptcy Code and will be subject to bidding procedures previously approved by~~

The Monthly Operating Report has been prepared by the ~~Bankruptcy~~Debtors ~~Court~~solely ~~and~~for ~~receipt~~the purpose of ~~higher~~complying orwith ~~otherwise~~the ~~better~~monthly ~~bids~~reporting ~~for~~requirements in the ~~Acquired~~Chapter ~~Assets~~11 ~~prior~~Proceedings and is in a format acceptable to the United States Trustee. Any financial information contained therein is limited in scope and covers a ~~bid~~limited ~~deadline~~time ofperiod. ~~March~~Such 19information is preliminary and unaudited, ~~2018~~and atis ~~4:00~~not pprepared in accordance with U.mS. ~~(prevailing~~generally ~~Eastern~~accepted ~~Time~~accounting principles (GAAP).

On March 8, 2018, the Real Alloy Debtors also filed with the Bankruptcy Court a proposed form of order (the “Proposed Sale Order”) approving the Sale pursuant to the Form Asset Purchase Agreement. The Proposed Sale Order, among other things, sets forth factual findings in support of the Sale to the Purchaser (including the Purchaser’s ability to credit bid existing indebtedness), authorizes the Real Alloy Debtors to enter into the Form Asset Purchase Agreement, orders that the Acquired Assets will be transferred to the Purchaser free and clear of substantially all liens and other interests, and approves the assumption by the Real Alloy Debtors and assignment to Purchaser of certain executory contracts and unexpired leases. The Proposed Sale Order also memorializes a settlement among the Debtors, the Committee and the Real Alloy Debtors’ prepetition lenders, pursuant to which the Committee has agreed to support the Sale and not pursue certain potential claims against the Real Alloy Debtors’ prepetition lenders in exchange for the assumption by the Purchaser of certain liabilities owed to the Real Alloy Debtors’ vendors who agree to provide the Purchaser with, among other things, trade terms for a fixed period.

The Form Asset Purchase Agreement and the Proposed Sale Order are disclosed hereby only to provide information regarding the terms of the Form Asset Purchase Agreement and the Proposed Sale Order, and not to provide investors or any other person with any other factual information regarding the Company, the Real Alloy Debtors or their respective businesses. Neither investors nor any other persons should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Real Alloy Debtors or any of their respective subsidiaries or affiliates.

The foregoing descriptions of the Form Asset Purchase Agreement and the Proposed Sale Order do not purport to be complete and are qualified in their entirety by reference to the Form Asset Purchase Agreement and the Proposed Sale Order attached hereto respectively as Exhibit 10.1 and Exhibit 99.2 and incorporated herein by reference.

Item 8.01 Other Events.

On March 8, 2018, Real Alloy Holding, Inc. issued a press release announcing the filing of the Form Asset Purchase Agreement and a settlement with the Committee (subject to definitive documentation, provided that the Committee has agreed to forbear from asserting certain causes of action until such settlement may be consummated). A copy of the press release is attached hereto as Exhibit 99.1.

.03

Cautionary Note Regarding the Company’s Common Stock

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

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 Industry can be found at its website www.realindustryinc.com.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on our current expectations, estimates, and projections about the businesses and prospects of the Company, Real Alloy 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. The Company undertakes 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 ~~the~~ Chapter 11 ~~Proceedings~~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 bidder on a definitive agreement for the terms of purchase of Real Alloy and closing the negotiated transaction; 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; the Debtors’ ability to operate our businesses within the terms of our respective DIP financing arrangements; the forecasted uses of funds in the Debtors’ 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; the ability to pay any amounts under key employee incentive or retention plans adopted in connection with the 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 the Company to preserve and utilize the NOLs following Chapter 11 proceedings; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’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; statements regarding the anticipation of the Company that it will file its Annual Report Form 10-K within 15 calendar days of the prescribed due date; statements regarding the Company’s intention to continue to file Current Reports on Form 8-K that include unaudited monthly operating reports and statements regarding the information to be included in such monthly reports; 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.

~~businesses;~~ Important ~~the~~factors ~~unpredictability~~that ofmay ~~our~~cause ~~financial~~such ~~results~~differences ~~while~~include, inbut ~~the~~are ~~Chapter~~not 11limited ~~Proceedings; our ability~~ to, ~~discharge claims in~~ the ~~Chapter~~decisions 11of ~~Proceedings; negotiations with~~ the ~~“stalking~~bankruptcy ~~horse” bidder on a definitive agreement for the terms of purchase~~court; ~~receipts of other acquisition bids and~~ negotiations with ~~associated bidders; negotiations with the holders of~~ Real Alloy’s ~~senior secured notes~~debtholders, our ~~its asset-based facility lender, and its trade and other unsecured~~ creditors; ~~risks~~ and ~~uncertainties with performing under the terms of the Debtors’ DIP financing arrangements and~~ any ~~other~~committee ~~arrangement~~approved ~~with~~by ~~lenders or creditors while in~~ the ~~Chapter~~bankruptcy ~~11 Proceedings~~court; ~~the~~negotiations ~~Debtors’ ability~~with tolenders ~~operate~~on ~~our businesses within~~ the ~~terms~~definitive ~~of our respective~~ DIP financing, ~~arrangements; the forecasted~~equity ~~uses~~investment ofand ~~funds~~post-emergence incredit ~~the~~facility ~~Debtors’ DIP budgets~~documents; ~~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~~purchasers ~~11 Proceedings; our ability to retain employees, suppliers and customers as a result~~ of the ~~Chapter 11 Proceedings; the ability to pay any amounts under key employee incentive or retention plans adopted in connection with the Chapter 11 Proceedings;~~ Real Alloy’s ~~ability to conduct~~ business ~~as usual~~ in the ~~United~~Section ~~States~~363 ~~and worldwide~~Sale; ~~Real~~the ~~Alloy~~Company’s ability to ~~continue~~meet ~~to serve customers, suppliers and other business partners at~~ the ~~high~~closing ~~level~~conditions of ~~service~~its ~~and~~DIP ~~performance~~financing, ~~they~~equity ~~have~~investment ~~come~~or topost-emergence ~~expect~~credit ~~from Real Alloy~~facilities; ~~our~~the Debtors’ ability to ~~continue~~meet tothe ~~pay~~requirements, ~~suppliers~~ and ~~vendors; our~~compliance ~~ability~~with ~~to fund ongoing business operations through~~ the ~~applicable~~terms, ~~DIP~~including ~~financing~~restrictive ~~arrangements;~~covenants, ~~the use~~ of ~~the~~their ~~funds~~respective ~~anticipated to be received in the~~ DIP financing arrangements~~; the~~ ~~ability~~and toany ~~control~~other ~~costs~~financial ~~during~~arrangement ~~the~~while in Chapter 11 ~~Proceedings~~proceedings; ~~the~~changes ~~risk~~in ~~that~~our ~~the~~operational ~~Chapter~~or 11cash ~~Proceedings~~needs ~~may~~from ~~be converted to cases under Chapter 7 of~~ the ~~Bankruptcy~~assumptions ~~Code;~~underlying ~~the~~our ~~ability~~DIP ofbudgets ~~the Company to preserve~~ and ~~utilize the NOLs following the Chapter 11 Proceedings~~forecasts; ~~the~~changes ~~Company’s~~in ~~ability~~our tocash ~~secure~~needs ~~operating~~as ~~capital;~~compared ~~the Company’s ability~~ to ~~take~~our ~~advantage~~historical ofoperations ~~opportunities~~or toour ~~acquire~~planned ~~assets~~reductions ~~with~~in ~~upside~~operating ~~potential~~expense; ~~the~~adverse ~~Company’s~~litigation; ~~ability~~changes toin ~~execute~~domestic ~~on its strategic plan to evaluate~~ and ~~close~~international ~~potential~~demand ~~M&A~~for ~~opportunities;~~recycled ~~our~~aluminum; ~~long-term~~the ~~outlook;~~cyclical ~~our~~nature ~~preparation for future market conditions;~~ and ~~any~~general ~~statements~~health ~~or assumptions underlying any~~ of the ~~foregoing.~~aluminum ~~Such~~industry ~~statements~~and ~~are~~related ~~not~~industries; ~~guarantees~~commodity ~~of future performance~~ and ~~are~~scrap ~~subject~~price tofluctuations ~~certain risks, uncertainties,~~ and ~~assumptions~~our ~~that~~ability ~~are difficult~~ to ~~predict.~~enter ~~Accordingly,~~into ~~actual~~effective ~~results~~commodity ~~could~~derivatives ~~differ~~or ~~materially~~arrangements ~~and~~to ~~adversely~~effectively ~~from~~manage ~~those~~our ~~expressed~~exposure into ~~any~~such ~~forward-looking~~commodity ~~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; the Company’s ability to meet the closing conditions of its DIP financing, equity investment or post-emergence credit facilities; the Debtors’ ability to meet the requirements, and compliance with the terms, including restrictive covenants, of their respective DIP financing arrangements and any other financial arrangement while in the 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 our NOLs; our 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,; the Company’s ability to devote sufficient personnel and resources to complete the work necessary to prepare and file the Company’s Annual Report on Form 10-K, 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.


Item 9.01	Financial Statements and Exhibits

(d) EXHIBITS. The following exhibits are filed herewith:

Exhibit 1099.~~1Form~~1Monthly ofOperating ~~Asset~~Report ~~Purchase~~to ~~Agreement among~~ the ~~Purchaser~~Bankruptcy ~~and~~Court, ~~the~~dated ~~Real~~March ~~Alloy~~20, ~~Debtors~~2018.

Exhibit 99.~~1Real~~2Notice ~~Alloy~~of ~~Holding,~~Credit ~~Inc.~~Bid ~~Press~~Amount ~~Release~~and Auction Cancellation, dated March 821, 2018.

Exhibit 99.2Proposed Sale Order

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Form of Asset Purchase Agreement among the Purchaser and the Real Alloy Debtors.
99.1	Monthly Operating Report to the Bankruptcy Court, dated March 20, 2018.
99.1	Real Alloy Holding, Inc. Press Release, dated March 8, 2018.
99.2	Notice of Credit Bid Amount and Auction Cancellation, dated March 21, 2018.
99.2	Proposed Sale Order

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

anuayr
	REAL INDUSTRY, INC.
Date: March 12, 2018	By:	/s/ Kelly G. Howard
Date: March 26, 2018	By:	/s/ Kelly G. Howard
	Name:	Kelly G. Howard
	Title:	Executive Vice President and General Counsel

Filing Compare · Elah Holdings, Inc.