UNITED STATES

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

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): August 30, 2016

Date of Report (Date of earliest event reported): September 9, 2016

Horsehead Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-33658

20-0447377

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4955 Steubenville Pike, Suite 405 ~~Pittsburgh, Pennsylvania 15205~~

Pittsburgh, Pennsylvania 15205

(Address of principal executive offices, including zip code)

724-774-1020

(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 1.0301. ~~Bankruptcy~~Entry orinto ~~Receivership~~a Material Definitive Agreement.

AsAmendment previously disclosed, on February 2, 2016, Horsehead Holding Corp. (the “Company”) and certain of its direct and indirect wholly-owned subsidiaries, including Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC and Zochem Inc. (together with the Company, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the case styled In re Horsehead Holding Corp., et al., No. 16-10287. On the same date, Zochem Inc., as foreign representative of the Debtors, commenced a proceeding under Part IV of the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List) to ~~recognize~~DIP ~~the~~Credit ~~Debtors’~~Agreement ~~Chapter 11 Cases as a foreign main proceeding.~~

On September 915, 2016, ~~the~~Horsehead ~~Bankruptcy~~Holding ~~Court~~Corp. ~~entered~~ (the ~~Findings~~“Company”) ofand ~~Fact,~~certain ~~Conclusions~~ of ~~Law,~~its direct and ~~Order~~indirect ~~Confirming~~wholly-owned subsidiaries ~~Debtors’~~(together ~~Second~~with ~~Amended~~the ~~Joint Plan~~Company, ofthe ~~Reorganization~~“Debtors”) ~~Pursuant~~entered tointo ~~Chapter~~Amendment 11No. 5 ofand ~~the~~Waiver ~~Bankruptcy Code~~ (the “~~Confirmation~~DIP ~~Order~~Amendment”), ~~which~~to ~~approved~~the ~~and~~Senior ~~confirmed~~Secured ~~the~~Superpriority ~~Debtors’~~Debtor-in-Possession ~~Second~~Credit, ~~Amended~~Security ~~Joint~~and ~~Plan~~Guaranty Agreement, ofdated ~~Reorganization~~as ~~Pursuant~~of toFebruary 8, ~~Chapter~~2016, 11as ofamended, with the ~~Bankruptcy~~ ~~Code~~lenders ~~(with~~party ~~Technical~~thereto ~~Modifications)~~ (the “~~Plan~~DIP Lenders”), asand ~~modified~~Cantor inFitzgerald ~~part~~Securities, byas ~~the~~administrative ~~Confirmation Order~~agent.

OnPursuant ~~September 9, 2016,~~to the ~~Bankruptcy~~DIP ~~Court~~Amendment, ~~also entered~~ the ~~Order~~DIP ~~(I) Approving~~Lenders ~~the~~waived ~~Unit~~certain ~~Purchase~~events ~~and~~of ~~Support~~default ~~Agreement~~including ~~and Authorizing~~ the Debtors’ failure to ~~Honor~~meet ~~Their~~certain milestones. ~~Obligations~~The ~~Thereunder;~~DIP ~~and~~Amendment ~~(II)~~updated ~~Granting Related Relief (~~the ~~“Approval Order”),~~milestones ~~which~~that ~~approved and authorized~~ the Debtors’ ~~previously~~are ~~disclosed~~required ~~Unit Purchase and Support Agreement (as amended, modified or restated pursuant~~ to ~~its~~comply ~~terms,~~with ~~the “UPA”), entered into~~ in ~~connection with~~ the ~~Plan,~~ onChapter ~~July~~ 11, ~~2016,~~proceedings ~~with certain holders of claims against the Debtors that are listed therein~~ as ~~plan~~follows: ~~sponsors (collectively, the “Plan Sponsors”).~~

• On or prior to September 12 9, 2016, ~~the~~entry ~~Ontario~~by ~~Superior~~the Bankruptcy Court of ~~Justice~~an ~~(Commercial~~order ~~List)~~approving ~~entered~~a ~~the~~plan ~~Recognition~~of ~~and~~reorganization ~~Discharge~~that ~~Order~~is ~~recognizing,~~acceptable ~~and~~to ~~giving full~~certain ~~force~~parties, ~~and~~including ~~effect~~the inDebtors ~~all~~and ~~provinces~~the ~~and~~DIP ~~territories~~Lenders of(an ~~Canada~~“Acceptable toPlan”), ~~the~~which ~~Confirmation~~deadline ~~Order~~has ~~and~~been ~~the Approval Order.~~ met;

~~The~~• ~~Debtors~~On ~~expect~~or ~~that~~prior ~~the~~to ~~effective date~~September of12, ~~the~~2016, ~~Plan~~entry (by the ~~“Effective~~Canadian ~~Date”)~~Court ~~will~~of ~~occur~~an asorder ~~soon~~recognizing assuch ~~all~~order ~~conditions~~by ~~precedent to~~ the ~~Plan~~Bankruptcy ~~have~~Court ~~been~~approving ~~satisfied. Although~~ the ~~Debtors~~Acceptable ~~anticipate that all conditions will be satisfied~~Plan, ~~the~~which ~~Debtors~~deadline ~~can~~has ~~make~~been nomet; ~~assurances as to when, or ultimately if, the Plan will become effective.~~ and

~~The~~• ~~following~~On isor aprior ~~summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended~~ to beSeptember ~~a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan~~30, ~~the Confirmation Order and the Approval Order~~2016, ~~which are attached hereto as Exhibits 2.1, 99.1 and 99.2, respectively, and incorporated by reference herein. Capitalized terms used but not defined in this Current Report on Form 8-K have~~ the ~~meanings~~consummation ~~set~~date ~~forth in the Plan or the UPA. The Company filed a copy~~ of the ~~UPA~~Acceptable ~~with the Securities and Exchange Commission via a Current Report on Form 8-K on July 14, 2016~~Plan.

The ~~Plan~~DIP Amendment ofalso ~~Reorganization~~allowed the Debtors to deliver consolidated and ~~Treatment~~ consolidating balance sheets of ~~Claims~~the Company and ~~Interests~~its subsidiaries for the month ending August 31, 2016 on or prior to September 16, 2016 instead of on or prior to September 15, 2016, which deadline has been met.

~~The~~Amendment ~~Plan contemplates a restructuring of the Debtors that will eliminate more than $400.0 million in debt from the Debtors’ balance sheet and will provide the Debtors with the capital necessary~~ to ~~fund~~Unit ~~distributions~~Purchase ~~to the Debtors’ creditors pursuant to the Plan~~ and ~~provide~~Support ~~the~~Agreement Debtors with working capital necessary to fund ongoing operations. In addition, the Plan incorporates an integrated compromise and settlement of claims, including the controversies resolved by the global settlement among the Debtors,

~~the~~The ~~Creditors’~~Debtors ~~Committee~~executed ~~and~~Amendment ~~the~~No. 1, Adeffective ~~Hoc~~as ~~Group~~ of ~~Noteholders~~August 30, to2016 ~~achieve~~(the a“UPA ~~beneficial~~Amendment”), ~~and~~to ~~efficient resolution of~~ the ~~Chapter~~Unit 11Purchase ~~Cases.~~and Support ~~The settlement~~Agreement, ~~distributions,~~dated ~~and~~as ~~other~~of ~~benefits provided~~July 11, ~~under~~2016 ~~the~~(as ~~Plan~~amended, ~~including~~ the ~~releases and exculpation provisions included therein~~“UPA”), ~~are~~with incertain ~~full~~holders ~~satisfaction~~ of ~~all~~ claims, ~~interests,~~against ~~causes~~the ofDebtors ~~action and controversies~~ that ~~could~~are belisted ~~asserted.~~therein ~~Additional~~as ~~information~~plan ~~regarding~~sponsors ~~the classification~~(collectively, ~~and treatment of claims and interests can be found in Article III of~~ the “Plan Sponsors”).

The UPA Amendment, among other things, (i) adds an additional Plan Sponsor as a signatory to the UPA and correspondingly amends the respective schedules and purchase commitments to reflect such addition, (ii) allows the reorganized Company to call up to $15 million of Additional Capital ~~Structure~~Commitment Units for working capital needs and other general purposes, and (iii) amends various provisions of the UPA to reflect the above milestones, including that the effective date of the plan of reorganization shall occur by 5:00 PM, New York City time, on September 30, 2016.

~~Pursuant~~The toforegoing ~~the~~descriptions ~~terms~~ of the ~~Plan,~~DIP ~~all~~Amendment ~~the Company’s existing equity interests, consisting of authorized~~ and ~~outstanding shares of common stock of~~ the ~~Company,~~ ~~will~~UPA beAmendment ~~deemed~~do ~~automatically~~not ~~cancelled~~purport without further action upon the Effective Date. As of September 9, 2016 there were 60,352,479 shares of the Company’s common stock outstanding. Under the Plan, on the Effective Date, the Company will convert into a limited liability company and its limited liability company agreement (the “LLC Agreement”) will become effective on such date. The LLC Agreement will authorize the Company to ~~issue units of New Common Equity. On the Effective Date, units of New Common Equity will~~ be ~~issued~~complete ~~to holders of Secured Notes Claims~~ and ~~Unsecured~~are ~~Notes~~qualified ~~Claims~~in ~~which~~their ~~units~~entirety ofby reference ~~New Common Equity will be subject~~ to, ~~among other things,~~ the ~~terms~~text of the ~~LLC~~DIP ~~Agreement~~Amendment and ~~dilution~~ ~~for~~ the ~~units of New Common Equity issued or issuable pursuant to the terms of the~~ UPA, ~~the Warrants~~Amendment, ~~the~~which ~~MEIP~~are ~~and~~filed ~~the Additional Capital Commitment,~~ as ~~further~~Exhibits ~~described~~10.1 ~~in, the Plan~~ and ~~the UPA~~10. ~~To effectuate the Plan~~2, ~~and as further set forth in Articles III and IV of the Plan~~respectively, ~~the Debtors will~~hereto, ~~among other things, pursuant to~~ and inare ~~accordance~~incorporated ~~with~~by ~~the~~reference ~~UPA, receive $160~~herein.0 million from the Plan Sponsors on the Effective Date in exchange for units of New Common Equity. In addition, pursuant to and in accordance with the UPA, the Plan Sponsors have committed to purchase up to an additional $100.0 million in units of New Common Equity on a post-Effective Date basis with such commitment being exercisable at the election of the reorganized Company’s board of directors.

~~Releases~~Item ~~and~~9.01. ~~Exculpation~~Financial Statements and Exhibits.

~~The~~(d) Plan contains certain release and exculpation provisions that provide releases for the benefit of the Debtors and certain of the claimholders and their respective affiliates and a full exculpation from liability in favor of the Debtors and certain of the claimholders and their respective affiliates, in each case, as further set forth in Article VIII of the PlanExhibits.

~~Certain~~2 ~~Information Regarding Assets and Liabilities of the Company~~

Information regarding the assets and liabilities of the Debtors as of the most recent practicable date was included in the Monthly Operating Report filed by the Debtors with the Bankruptcy Court on August 22, 2016 for the period from July 1, 2016 and ending on July 31, 2016 (the “Monthly Operating Report”). In the Monthly Operating Report, the Company reported consolidated total assets of $366.2 million and consolidated total liabilities of $613.1 million as of July 31, 2016.


Exhibit		Description

10.1		Amendment No. 5 and Waiver to the Senior Secured Superpriority Debtor-in-Possession Credit, Security and Guaranty Agreement, dated as of September 15, 2016, by and among Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC and Zochem Inc., as borrowers, the lenders party thereto from time to time, and Cantor Fitzgerald Securities, as administrative agent.

10.2		Amendment No. 1 to Unit Purchase and Support Agreement, dated as of August 30, 2016, by and among Horsehead Holding Corp., on behalf of itself and, as set forth therein, each of the other Debtors, and the Plan Sponsors party thereto.

~~Item~~3 ~~7.01. Regulation FD Disclosure.~~

~~Any~~SIGNATURE financial information, projections and estimates of capital structure included herein were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial information included herein does not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States. The inclusion of the information herein should not be regarded as an indication that the Company or its affiliates or representatives consider such information to be a reliable prediction of future events, and the information should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the information contained herein, and none of them undertakes any obligation to publicly update such information to reflect circumstances existing after the date when the information was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error.

~~Cautionary~~Pursuant ~~Note~~to ~~Regarding~~the ~~Forward-Looking~~requirements ~~Information~~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.

Certain of the information included in this Current Report on Form 8-K or furnished herewith constitutes “forward-looking information” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, it includes information about the Company’s future capital structure. This forward-looking information was, when made, based on current expectations and projections about future events. Readers are cautioned that forward-looking information is not a guarantee of future performance or results and involves substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking information.

~~Item~~4 ~~9.01. Financial Statements and Exhibits.~~

(d) Exhibits.

Exhibit		Description
2.1		Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (with Technical Modifications), dated August 26, 2016.
99.1		Findings of Fact, Conclusions of Law, and Order Confirming Debtors’ Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, as entered by the Bankruptcy Court on September 9, 2016.
99.2		Order (I) Approving the Unit Purchase and Support Agreement and Authorizing the Debtors to Honor Their Obligations Thereunder; and (II) Granting Related Relief, as entered by the Bankruptcy Court on September 9, 2016.

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.

September 21, 2016

HORSEHEAD HOLDING CORP.

/s/ Gary R. Whitaker

Gary R. Whitaker

Vice President, General Counsel and Secretary

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