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 ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ~~of 1934~~event reported):

~~Date of report (Date of earliest event reported): May~~June 28, 2013

AGY HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

333-150749

20-0420637

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2556 Wagener Road

Aiken, South Carolina

29801

(Address of principal executive offices)

(Zip Code)

(888) 434-0945

(Registrant’s telephone number, including area code)

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))

Item 1.01. Entry into a Material Definitive Agreement.

~~Purchase~~On June 28, 2013, AGY Holding Corp., a Delaware corporation (“AGY”), and ~~License~~KAGY ~~Agreements~~Holding Company, Inc., the direct parent company of AGY (“KAGY,” and together with ~~Chongqing~~AGY, ~~Polycomp~~the ~~International~~“Companies”), ~~Corporation~~entered into a series of agreements for the restructuring of the Companies’ business and exchange of certain of AGY’s outstanding 11% senior second lien notes due 2014 (the “Old Notes”).

~~Equity~~Exchange ~~Interests~~Transaction ~~Purchase Agreement~~

OnIn ~~May 28,~~connection ~~2013~~with the restructuring, AGY ~~Hong~~offered ~~Kong~~certain ~~Limited~~holders of the Old Notes the opportunity to exchange (the “~~AGY~~Exchange ~~Hong Kong~~Transaction”), Old Notes for (a) newly ~~majority-owned~~issued ~~subsidiary~~shares of convertible ~~AGY~~participating ~~Holding~~preferred ~~Corp~~stock, par value $0.01 ~~(the~~per share (“~~Company~~Series A Preferred Stock”), ~~entered~~of ~~into~~KAGY having an ~~Equity~~aggregate ~~Interests~~initial ~~Purchase~~issuance ~~Agreement~~price equal to 50% of the principal amount of Old Notes submitted for exchange plus 50% of the (accrued and unpaid interest through May 15, 2013 on the ~~“Purchase~~Old ~~Agreement”~~Notes submitted for exchange, (b) new ~~with~~11% ~~Chongqing~~senior ~~Polycomp~~second ~~International~~lien ~~Corporation~~notes due 2016 issued by AGY (“~~CPIC~~New Notes”)., ~~Pursuant~~having substantially similar terms to the ~~Purchase~~terms ~~Agreement~~of the Old Notes, ~~AGY~~in ~~Hong~~an ~~Kong~~aggregate ~~will~~principal ~~sell~~amount ~~100~~equal to 50% of the ~~equity~~aggregate ~~interests~~principal amount of Old Notes submitted for exchange and (c) cash (to be paid as accrued interest on the New Notes in ~~AGY~~an ~~Shanghai~~amount ~~Technology~~equal ~~Co.~~to 50% of the accrued and unpaid interest on the Old Notes submitted for exchange for the period from the last interest payment date on the Old Notes through June 28, ~~Ltd.~~2013, the closing date of Exchange Transaction) ((a), (b) and (c) together, the “~~AGY~~Exchange ~~Shanghai~~Consideration”). toApproximately ~~CPIC~~93% ~~for~~in aggregate ~~consideration~~principal inamount of the ~~amount~~holders of ~~US$1~~Old ~~million~~Notes (participated in the Exchange Transaction. The condition to closing the Exchange Transaction included in the Restructuring and Support Agreement (the “~~Divestiture~~Support Agreement”), dated May 15, 2013, by and among the Companies, certain holders of the Old Notes and certain stockholders of KAGY, requiring participation in the Exchange Transaction by at least 97% in aggregate principal amount of the holders of Old Notes was waived by the required majority of Old Notes holders party to the Support Agreement. The New Notes and Series A Preferred Stock have not been and will not be registered under the Securities Act of 1933.

~~The~~Concurrent ~~closing of~~with the Divestiture is subject to a number of conditions precedent, including, among others, (a) the accuracy of representations and warranties made in the agreement and the performance of the obligations required to be performed prior to the closing, ~~(b) receipt~~ of the ~~required~~Exchange ~~government~~Transaction: approvals for the Divestiture, (c) entry by the Company and AGY Shanghai into an Intellectual Property License Agreement (the “IP License Agreement”) and (d) receipt of consent from the Bank of Shanghai to the Divestiture.

~~The~~KAGY ~~Purchase~~Charter ~~Agreement~~Amendment may be terminated by (a) mutual written consent of the parties, (b) AGY Hong Kong or CPIC if (i) the required government approvals for the Divestiture have not been obtained within three (3) months of May 28, 2013 or (ii) there is in effect a final, non-appealable government order permanently restraining, enjoining or prohibiting the Divestiture, (c) AGY Hong Kong if (i) CPIC breaches or fails to perform any of its representations, warranties or covenants set forth in the Purchase Agreement (subject to a five-business-day cure period) or (ii) the Bank of Shanghai has not given its written consent to the Divestiture within forty-five (45) days of May 28, 2013 and (d) CPIC if AGY Hong Kong breaches or fails to perform any of its representations, warranties or covenants set forth in the Purchase Agreement (subject to a five-business-day cure period).

~~Pursuant~~KAGY toamended ~~the~~and ~~Purchase~~restated ~~Agreement,~~its ~~CPIC~~certificate ~~has~~of ~~agreed~~incorporation ~~not~~(as amended, the “KAGY Charter”) to ~~solicit~~provide ~~any~~for ~~employees~~the issuance of ~~AGY~~up ~~Hong~~to ~~Kong~~30,000,000 orshares Mrof common stock, par value $0. ~~Victor~~01 Guper share, ~~who~~and is91,000 ~~an employee~~shares of ~~the~~preferred ~~Company~~stock, ~~working~~par invalue ~~China~~$0.01 ~~Additionally~~per share, ~~CPIC~~including ~~has~~the ~~agreed~~Series ~~that~~A itPreferred ~~shall~~Stock ~~cause~~that was ~~AGY~~issued ~~Shanghai~~by toKAGY ~~change~~in ~~its~~connection ~~name~~with ~~within~~the ~~thirty~~closing ~~(30) days~~ of the ~~closing~~Exchange Transaction. The terms of the ~~Divestiture~~Series A Preferred Stock include provision for, soamong ~~that~~other ~~the~~things, ~~“AGY”~~certain ~~name~~transfer ~~(including~~restrictions, ~~the~~dividends, ~~Chinese~~a liquidation preference, voting rights, ~~translation~~redemption ~~thereof)~~rights ~~will~~and nothe ~~longer~~right beto ~~used~~convert bysuch ~~CPIC~~Series orA ~~AGY~~Preferred ~~Shanghai~~Stock into common stock of KAGY in certain circumstances.

~~Subject~~Amendment ~~to satisfaction or waiver~~ of ~~the conditions~~ ~~precedent~~Old toNotes ~~closing,~~Indenture ~~the Divestiture is expected to close during the third quarter of 2013.~~

~~The~~AGY ~~transaction~~received ~~will~~the ~~result~~requisite inconsents ~~a reduction~~to incertain ~~non-recourse~~amendments ~~debt~~(the ~~totaling~~“Amendments”) ~~US$38.8~~to ~~million~~the atindenture ~~March 31,~~governing ~~2013.~~the Old ~~The~~Notes ~~Company’s~~to ~~AGY~~eliminate USsubstantially ~~and~~all ~~AGY~~of ~~Asia~~the ~~operating~~covenants ~~segments~~and ~~are~~collateral ~~managed~~provisions ~~separately~~and ~~based~~certain onevents ~~differences~~of indefault ~~their~~applicable ~~manufacturing~~to ~~and~~the ~~technology~~Old ~~capabilities,~~Notes ~~products~~prior ~~and services~~to ~~and~~the ~~their~~closing ~~end-markets~~of asthe ~~well~~Exchange asTransaction. ~~their~~AGY ~~distinct~~executed ~~financing~~a ~~agreements.~~supplemental ~~During~~indenture (the “Supplemental ~~first~~Indenture”) ~~quarter~~incorporating ofthe ~~2013,~~Amendments ~~AGY~~into ~~Asia~~the ~~production~~indenture ~~output~~governing ~~accounted~~the ~~for~~Old ~~less~~Notes ~~than~~in ~~0.7%~~connection ofwith the ~~sales~~closing ~~recognized~~of by the ~~AGY~~Exchange ~~US segment~~Transaction.

~~Intellectual~~New ~~Property~~Notes ~~License~~Indenture ~~Agreement~~

~~On May 28, 2013, the Company and~~ AGY ~~Shanghai~~issued ~~entered~~approximately ~~into the IP License Agreement~~$80.1 ~~Pursuant~~million toaggregate ~~the~~principal IPamount ~~License Agreement,~~ of the ~~Company~~New ~~grants~~Notes ~~AGY~~under ~~Shanghai~~ an ~~exclusive~~indenture (~~except as to~~ the ~~Company~~“New ~~and its~~Notes ~~affiliates), royalty-bearing, non-transferable and non-sublicensable license to make specified glass fiber yarn products (“Products~~Indenture”) ~~manufactured~~among by AGY, ~~Shanghai~~the ~~using~~guarantors ~~certain~~party Ethereto ~~Glass licensed know-how in AGY Shanghai’s facilities~~ and toU.S. ~~sell~~Bank, ~~such~~National ~~Products~~Association ~~to customers located within Asia~~ (~~excluding North Korea) and Australia (the~~ “~~Territory”)~~US ~~for a period of three (3) years from the closing of the Divestiture (such closing date, the “Effective Date~~Bank”)~~. Following this three (3) year period~~, ~~the~~as ~~license will be non-exclusive~~trustee. The ~~license~~New ~~does~~Notes ~~not~~Indenture, ~~permit~~together ~~AGY~~with ~~Shanghai to sell products within~~ the ~~Territory~~Intercreditor ~~for resale outside the Territory, including to customers who export unimproved~~Agreement ~~Products~~(as ordefined ~~components~~below) ~~thereof~~and ~~outside of~~ the ~~Territory.~~related ~~Improvements~~security ~~solely developed by or on behalf of the Company or by or on behalf of AGY Shanghai~~documents, ~~respectively,~~provide ~~or their respective affiliates, during~~ the ~~term~~terms of the ~~agreement~~New ~~will be owned by the party who solely developed the improvement~~Notes.

InAmendment ~~consideration~~and ~~for~~Restatement ~~the license granted under the IP License Agreement, AGY Shanghai will pay the Company an aggregate~~ of ~~US$2.2 million in royalties. The IP License~~ Stockholders Agreement ~~and the license granted thereunder are subject to customary termination provisions and assignment restrictions, as described in the agreement.~~

~~Press~~The ~~Release~~Companies executed an amended & restated stockholders agreement (the “Stockholders Agreement”), by and among the Companies and certain stockholders of KAGY, to replace the stockholders agreement, dated as of April 7, 2006, by and among the Companies and the KAGY stockholders party thereto. As a condition to participating in the Exchange Transaction (and in connection with any permitted transfer of shares of Series A Preferred Stock), Holders of Series A Preferred Stock are required to become a party to, and be bound by the terms of, the Stockholders Agreement, which contains certain rights and obligations in respect of the shares of Series A Preferred Stock, including, among

On ~~May 31~~others, ~~2013,~~certain ~~the~~restrictions ~~Company~~on ~~issued~~transfer aof ~~press~~shares ~~release~~of ~~announcing~~Series ~~the~~A ~~execution~~Preferred ofStock, ~~the~~voting ~~Purchase~~agreements, ~~Agreement.~~consent Arights, ~~copy~~participation ofrights, ~~the~~tag-along ~~press~~rights, ~~release~~drag-along isprovisions ~~furnished~~and ~~herewith~~rights asof first ~~Exhibit 99~~refusal.1.

Amendment of Master Lease Agreement

The Companies entered into a Second Amended and Restated Master Lease Agreement (the “Amended Metals Facility”) with DB Energy Trading LLC (“DB”), AGY Aiken LLC and AGY Huntingdon LLC, to be syndicated to a group of participants arranged by DB. The Amended Metals Facility extends the term of the metals facility through June 15, 2016 and, among other things, permits AGY to lease up to 51,057 Troy ounces of platinum and 3,308 Troy ounces of rhodium, two of the alloy metals used in AGY’s manufacturing operations. The Amended Metals Facility is terminable by the Companies upon 30 days’ advance written notice. The Amended Metals Facility contains customary events of default, including, without limitation, nonpayment of lease rent, inaccuracy of representations and warranties in any material respect and a cross-default provision with the New Notes, the Amended ABL Facility (as defined below) and the New Term Loan (as defined below).

Amendment of ABL Facility

AGY entered into a Second Amendment to Amended and Restated Loan and Security Agreement (the “ABL Amendment”) with UBS AG, Stamford Branch, as agent (the “ABL Agent”), UBS Securities LLC (“UBS”), AGY Aiken LLC and AGY Huntingdon LLC, which amended its existing senior secured revolving credit facility with UBS (together with the ABL Amendment, the “Amended ABL Facility”). Among other things, the ABL Amendment provides that the maturity of the facility shall be no earlier than June 15, 2016 and provides for a reduction of 25 basis points in the applicable margin. The Amended ABL Facility is a $60 million senior secured revolving credit facility and includes sublimits for the issuance of letters of credit and swing line loans. The Amended ABL Facility is guaranteed by KAGY and all of AGY’s existing and future direct and indirect domestic subsidiaries, subject to certain exceptions. AGY and the guarantors’ obligations under the Amended ABL Facility are secured, subject to permitted liens and other agreed-upon exceptions, by a first-priority perfected security interest in substantially all of AGY’s and the guarantors’ assets.

The Amended ABL Facility also contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers and consolidations, dividends and other payments in respect of capital stock, transactions with affiliates, and optional payments and modifications of subordinated and other debt instruments. The Amended ABL Facility also includes customary events of default, including a default upon a change of control.

Term Loan Agreement

The Companies entered into a term loan credit agreement (the “New Term Loan”) with certain participants in the Exchange Transaction and Wells Fargo Bank, National Association (the “Term Loan Agent”), providing for borrowings by AGY of an aggregate principal amount of $20 million, the full amount of which was drawn on the Exchange Transaction closing date. The New Term Loan will bear interest at a rate of 12% per annum and will mature on September 15, 2016. The New Term Loan is guaranteed by KAGY and all of AGY’s existing and future direct and indirect domestic subsidiaries, subject to certain exceptions. AGY and the guarantors’ obligations under the New Term Loan are secured, subject to permitted liens and other agreed-upon exceptions, by a second-priority perfected security interest in substantially all of AGY’s and the guarantors’ assets.

The New Term Loan also contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers and consolidations, dividends and other payments in respect to capital stock, transactions with affiliates, and optional payments and modifications of subordinated and other debt instruments. The New Term Loan also includes customary events of default.

Intercreditor Agreement

The Companies entered into an intercreditor agreement (the “Intercreditor Agreement”) with the ABL Agent, the Term Loan Agent, US Bank, as trustee for the New Notes, and certain of the Companies’ subsidiaries named therein to replace the existing intercreditor agreement among AGY, the ABL Agent, US Bank, as trustee, and the other parties thereto. The Intercreditor Agreement provides for, among other things, the subordination of the liens on the collateral securing the New Notes to the liens on the collateral securing the Amended ABL Facility and the New Term Loan and the

subordination of the liens on the collateral securing the New Term Loan to the liens on the collateral securing the Amended ABL Facility.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 1.01 in this Current Report on Form 8-K, with respect to execution of the Supplemental Indenture in connection with the closing of the Exchange Transaction, is incorporated by reference in this Item 3.03.

Item 5.01 Changes in Control of Registrant.

Under the Stockholders Agreement, certain KAGY Series A Preferred Stock holders have the right to designate a majority of the directors of the Board of Directors of KAGY for so long as such stockholders maintain certain ownership thresholds of the Series A Preferred Stock. KAGY controls AGY as its direct parent.

Item 8.01. Other Events.

Exchange Offer

Promptly following the closing of the Exchange Transaction and the other restructuring transactions, AGY commenced an exchange offer for all outstanding Old Notes. The economic terms of the exchange offer are equivalent to the Exchange Consideration (subject to certain limited exceptions and subject to certain limitations on participation arising under applicable securities laws). Unless extended by AGY, the exchange offer will expire on July 29, 2013.

Item 9.01. Financial Statements and Exhibits.

(d)		ExhibitNumber		Title
		99.1		Press Release dated May 31, 2013.

(d)

Exhibits:

Certain statements contained in this Current Report on Form 8-K are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should” or “could.” Generally, the words “anticipates,” “believes,” “expects,” “intends,” “estimates,” “projects,” “plans” and similar expressions identify forward-looking statements. Although AGY believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Among these risks and uncertainties are general economic and business conditions; our ability to complete the sale of our interest in AGY Shanghai; our ability to complete the anticipated restructuring of our debt; AGY’s substantial debt and ability to generate cash flows to service its debt; AGY’s compliance with the restrictive covenants contained in its various debt agreements; adverse changes in market conditions or product demand; the level of cost reduction achieved through restructuring and capital expenditure programs; changes in energy, alloy metals and raw material costs and availability; downward selling price movements; the success of new technology; labor disputes or increased labor costs; AGY US’s borrowing base sensitivity to precious metals market prices and amount of owned alloy metals; AGY US’s ability to maintain an available minimum $6.25 million borrowing capacity to avoid the triggering of a springing covenant, which would likely result in an event of default under its senior secured revolving facility; currency and interest rate fluctuations; increases in AGY’s leverage; changes in AGY’s business strategy or development plans; the timing and cost of plant closures; and increases in the cost of compliance with laws and regulations. Additional factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, those risk factors listed from time to time in AGY’s filings with the Securities and Exchange Commission. Except as required by applicable law, AGY assumes no obligation and does not intend to update these forward-looking statements.


Exhibit Number		Title

Exhibit 99.1		Press Release issued by AGY on June 28, 2013.

SIGNATURE

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 hereunto duly authorized.

	~~AGY HOLDING CORP.~~	AGY HOLDING CORP.
Date: May 31, 2013	By:	/s/ Jay W. Ferguson
Date: June 28, 2013		By:	/s/ Jay W. Ferguson
		Name:	Jay W. Ferguson
			Name: Jay W. Ferguson Title: Chief Financial Officer, Interim
		Title:	Chief Financial Officer, Interim

EXHIBIT INDEX

ExhibitNumber		Title
Exhibit Number		Title
99.1		Press Release dated May 31, 2013.
Exhibit 99.1		Press Release issued by AGY on June 28, 2013.

Filing Compare · AGY Holding Corp.