RELY / Remitly Global, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

ELLH / Elah Holdings Inc / 210 Capital, Llc - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ELAH HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 28413L 105 (CUSIP Number) 210 Capital, LLC Attention: Caryn Peeples 8214 Westchester Drive, Suite 950 Dallas, Texas 75225 214-999-6082 with a copy to: Taylor H. Wilson

POWER OF ATTORNEY

EX-99.15 EXHIBIT 99.15 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individual

STOCK PURCHASE AGREEMENT

EX-99.14 Exhibit 99.14 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of May 9, 2018 (this “Agreement”), by and among 210/RELY Partners, LP, a Texas limited partnership (the “Buyer”), Aleris Corporation, a Delaware corporation (“Aleris”), Apollo ALS Holdings II, L.P., a Delaware limited partnership (“Apollo”), and Elah Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A

POWER OF ATTORNEY

EX-99.16 EXHIBIT 99.16 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS MIDDLE MARKET LENDING CORP. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, i

JOINT FILING AGREEMENT May 18, 2018

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT May 18, 2018 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation th

POWER OF ATTORNEY

EX-99.14 EXHIBIT 99.14 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS BDC, INC. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful

STOCK PURCHASE AGREEMENT

EX-99.13 Exhibit 99.13 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of May 9, 2018 (this “Agreement”), by and among 210/RELY Partners, LP, a Texas limited partnership (the “Buyer”), Aleris Corporation, a Delaware corporation (the “Seller”) and Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a Delaware corporation (the “Company”). RECITALS A. The Seller is a stockholder of the Compa

INVESTOR AGREEMENT

EX-99.15 Exhibit 99.15 INVESTOR AGREEMENT This INVESTOR AGREEMENT (this “Agreement”), dated as of May 9, 2018, by and among OCM Opps 7b Real Holdings, LLC, OCM Opps 8 Real Holdings, LLC, OCM VOF Real Holdings, LLC, OCM Hunt Real Holdings, LLC, Oaktree European Credit Opportunities Holdings Ltd., OCM FIE, LLC, OCM High Yield Plus ALS Holdings, L.P. and OCM Opportunities Fund VII, L.P. (collectively

POWER OF ATTORNEY

EX-99.13 EXHIBIT 99.13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Andrea Louro DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen and Kevin P. Treanor, and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in wr

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Elah Holdings, Inc. (f/k/a Real Industry, Inc.) and further agree to the filing of t

ELLH / Elah Holdings Inc / GOLDMAN SACHS ASSET MANAGEMENT, L.P. - SC 13D Activist Investment

SC 13D 1 d591935dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ELAH HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 28413L 105 (CUSIP Number) David Plutzer, Esq. Goldman Sachs Asset Management, L.P. 200 West Street New York, New York 10282 (212) 902-1000 (

RELY / Real Industry, Inc. 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-15569** Elah Holdings, Inc. (Exact name of registrant as specified in i

Certificate of Designation for the Series A Junior Participating Preferred Stock of Elah Holdings, Inc.

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ELAH HOLDINGS, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Elah Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the

Third Amended and Restated Certificate of Incorporation of Elah Holdings, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REAL INDUSTRY, INC. Real Industry, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Real Industry, Inc. The Corporation was originally incorporated under the name SGH Holdco, I

Securities Purchase Agreement, dated as of May 9, 2018, among Elah Holdings, Inc., 210/RELY Partners, LP, Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, and Goldman Sachs Middle Market Lending Corp.

Exhibit 2.1 ELAH HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 9, 2018, is made by and among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a corporation organized under the laws of the State of Delaware (the “Company”), 210/RELY Partners, LP, a Texas limited partnership (the “210 Purchaser”), Goldman Sachs BDC, Inc., a Delawa

Real Industry, Inc. Revised Confirmed Plan of Reorganization, revised confirmed, filed May 8, 2018.

EXHIBIT 2.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) AMENDED PLAN OF REORGANIZATION FOR REAL INDUSTRY, INC. PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Gary S. Lee (admitted pro hac vice) Todd Goren (admitted pro hac vice) Mark A. Lightner (ad

Fourth Amended and Restated Bylaws of Elah Holdings, Inc.

Exhibit 3.3 FOURTH AMENDED AND RESTATED BYLAWS OF ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Elah Holdings, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation as then in effect from time to time (the “Certificate of Incorporation”). Section 1.2 Other Offices. The Corpor

Elah Holdings, Inc. Form of Indemnification Agreement.

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Agreement, made and entered into as of the 9th day of May, 2018 (“Agreement”), by and between Elah Holdings, Inc., formerly known as Real Industry, Inc. a Delaware corporation (“Company”), and [●] (“Indemnitee”): WHEREAS, highly competent persons may be reluctant to serve as directors, officers, employees, fiduciaries and other agents (“Representatives”)

Stockholders Agreement, dated as of May 9, 2018, by and among Elah Holdings, Inc., Aleris Corporation, 210/RELY Partners, LP, Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, and Goldman Sachs Middle Market Lending Corp.

Exhibit 4.3 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc. (f/k/a Real Industry, Inc.), a Delaware corporation (the “Company”), Aleris Corporation, a Delaware corporation (the “Designated Investor”), and the Persons identified on the signature page hereto as the “Other Investors”1 (collectively, the “Other

Real Industry Completes Reorganization Under Chapter 11 Changes Name to Elah Holdings, Inc. Well positioned to execute acquisition business strategy with strong cash balance and zero debt

EXHIBIT 99.1 Real Industry Completes Reorganization Under Chapter 11 Changes Name to Elah Holdings, Inc. Well positioned to execute acquisition business strategy with strong cash balance and zero debt BEACHWOOD, OHIO, May 9, 2018 – ReaI Industry, Inc. (the “Company”) today announced its emergence from bankruptcy proceedings. The Company has met all requirements for the completion of its plan of re

Stockholders Agreement, dated as of May 9, 2018, by and among Elah Holdings, Inc. and affiliates of Oaktree Capital Management.

Exhibit 4.4 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc., a Delaware corporation (the “Company”), OCM Opps 7b Real Holdings, LLC, a Delaware limited liability company (the “Designated Investor”), OCM Opportunities ALS Holdings, L.P., a Delaware limited partnership (“OCMO”) (solely for purposes of Section

Real Industry, Inc. Certificate of Elimination of the Series B Non-Participating Preferred Stock.

Exhibit 3.4 CERTIFICATE OF ELIMINATION OF THE SERIES B NON-PARTICIPATING PREFERRED STOCK OF REAL INDUSTRY, INC. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), it is hereby certified that: 1. The name of the corporation is Real Industry, Inc. (the “Corporation”). 2. The designation of the series of shares of stock of the Corporatio

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K 1 f8-k.htm 8-K 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: May 9, 2018 Elah Holdings, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3700 Park East Drive, Suite 30

Amendment to Rights Agreement, dated as of May 9, 2018, by and between Elah Holdings, Inc. (formerly known as Real Industry, Inc.) and Computershare as Rights Agent.

Exhibit 4.1 RIGHTS AGREEMENT AMENDMENT This Rights Agreement Amendment, dated as of May 9, 2018 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of November 2, 2017 (the “Rights Agreement”), is by and between (i) Elah Holdings, Inc., a Delaware corporation (the “Company”), formerly known as Real Industry, Inc. and successor in interest to Fremont General Corporation, and

Acquisition Facility Commitment Letter, dated as of May 9, 2018, by and between The Private Credit Group of Goldman Sachs Asset Management, L.P. and Elah Holdings, Inc.

Exhibit 10.2 May 9, 2018 Elah Holdings, Inc. 8214 Westchester Drive, Suite 950 Dallas, Texas 75225 RE: $500 million Senior Secured Acquisition Credit Facility Elah Holdings, Inc., formerly known as Real Industry, Inc. (“Holdings” or “you”), has advised The Private Credit Group of Goldman Sachs Asset Management, L.P. (on behalf of one or more of its managed funds or accounts, “GSAM” or “we”) that H

Registration Rights Agreement, dated as of May 9, 2018, by and between Elah Holdings, Inc., Aleris Corporation, 210/RELY Partners, LP, Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC, and Goldman Sachs Middle Market Lending Corp.

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 9, 2018, among Elah Holdings, Inc., a Delaware corporation (the “Company”), the Person identified on the signature page hereto under the heading “Designated Investor” (the “Designated Investor”) and the Persons identified on the signature page hereto as the “Other Inve

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) Related to Docket Nos. 814 and 829 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE Plan of Reorganization for Real Industry, Inc. Pursuant to Chapter 11 of the United States Bankruptcy Code

Amended Plan of Reorganization for Real Industry, Inc.

EXHIBIT 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) AMENDED PLAN OF REORGANIZATION FOR REAL INDUSTRY, INC. PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Gary S. Lee (admitted pro hac vice) Todd Goren (admitted pro hac vice) Mark A. Lightner (ad

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

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: May 2, 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 441

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtors Reporting Period: March 1, 2018 – March 31, 2018 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Schedule of Cash Receipts and Disbursements MOR-1 Schedu

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rely-20180426x8k.htm 8-K 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: April 20, 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

ELLH / Elah Holdings Inc 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001‑08007 REAL IND

Real Alloy Key Employee Incentive Plan

Real Alloy KEIP Outline 0 Confidential Exhibit 10.60 KEIP 1 Confidential Real Alloy KEIP Outline Term Description Amount 8 Key Executives; maximum base of $1.3 million ($1.2 million plus unspent KERP up to $1.3 million plus up to $433k to the extent goals are exceeded). Timing Payment upon consummation of a sale; provided, however, that 25% of the EBITDA bonus/ASB Bonus in excess of the 100% bench

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF REAL INDUSTRY, INC. Name Jurisdiction of Organization Cosmedicine, LLC Delaware Real Alloy Intermediate Holding, LLC Delaware SGGH, LLC Delaware

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.2 SOLICITATION VERSION IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) DISCLOSURE STATEMENT FOR THE PLAN OF REORGANIZATION FOR REAL INDUSTRY, INC. PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE 1 This Disclosure Statement is only for Real Ind

Real Alloy Announces Court Approval of Sale to Company Noteholders

Exhibit 99.3 Real Alloy Announces Court Approval of Sale to Company Noteholders BEACHWOOD, OHIO, March 29, 2018 – Real Alloy Holding, Inc. (“Real Alloy” or the “Company”) today announced that, on March 29, 2018, the U.S. Bankruptcy Court approved the sale of the Company to its noteholders, led by DDJ Capital Management, who submitted the previously announced “stalking horse bid” for total consider

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

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 27, 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

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.1 SOLICITATION VERSION IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) PLAN OF REORGANIZATION FOR REAL INDUSTRY, INC. PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Gary S. Lee (admitted pro hac vice) Todd Goren (admitted pro hac vice) Mark A

Asset Purchase Agreement, dated March 27, 2018, among the Purchaser and the Real Alloy Debtors

Exhibit 10.1 ASSET PURCHASE AGREEMENT DATED AS OF MARCH 27, 2018 AMONG RA ACQUISITION PURCHASER LLC, REAL ALLOY INTERMEDIATE HOLDING, LLC, REAL ALLOY HOLDING, INC., AND OTHER SELLERS NAMED HEREIN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 3 1.1 Definitions 3 1.2 Rules of Construction 21 ARTICLE II PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES 21 2.1 Purchase and

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration N

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. S-8 POS

Registration No. 333-204742 Registration No. 333-134236 Registration No. 333-181188 Registration No. 333-128955 Registration No. 333-120721 Registration No. 333-110217 Registration No. 333-98491 Registration No. 333-67788 Registration No. 333-58560 Registration No. 333-50328 Registration No. 333-50326 Registration No. 333-40978 Registration No. 333-87777 Registration No. 333-60109 Registration No.

RELY / Real Industry, Inc. RW

RW 1 rw.htm RW Real Industry, Inc. 3700 Park East Drive, Suite 300 Beachwood, OH 44122 March 30, 2018 VIA EDGAR Amanda Ravitz, Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Real Industry, Inc. Registration Statement on Form S-3 (File No. 333-207311) Ladies and Gentlemen: Real Industry, Inc. (the “Co

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 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

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al. 1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) Related to Docket No. 176, 545, 550 NOTICE OF CREDIT BID AMOUNT AND CANCELLATION OF AUCTION PLEASE TAKE NOTICE that on December 19, 2017, the United States Bankruptcy Court for the District of Delaware (t

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtors Reporting Period: February 1, 2018 – February 28, 2018 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Schedule of Cash Receipts and Disbursements MOR-1

RELY / Real Industry, Inc. NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-08007 ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Rep

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) Ref. Dkt. No. 85 ORDER (I) APPROVING THE SALE OF ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, (II) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND U

Real Alloy Announces Asset Purchase Agreement as Part of “Stalking Horse” Bidding Process Orderly Sale Process Continues on Track

EX-99.1 3 ex-99d1.htm EX-99.1 EXHIBIT 99.1 Real Alloy Announces Asset Purchase Agreement as Part of “Stalking Horse” Bidding Process Orderly Sale Process Continues on Track BEACHWOOD, OHIO, March 8, 2018 – 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 DD

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K 1 f8-k.htm 8-K 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 8, 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

Form of Asset Purchase Agreement among the Purchase and Real Alloy Debtors

Exhibit 10.1 ASSET PURCHASE AGREEMENT DATED AS OF [●], 2018 AMONG [●], LLC, REAL ALLOY INTERMEDIATE HOLDING, LLC, REAL ALLOY HOLDING, INC., AND OTHER SELLERS NAMED HEREIN This is a draft agreement only, and delivery or discussion of this draft agreement is not, and will not be deemed or construed to be, an offer or commitment with respect to the proposed transaction to which this draft agreement r

Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership

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 1, 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 4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) DISCLOSURE STATEMENT FOR REAL INDUSTRY, INC.’S PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE This is not a solicitation of votes to accept or reject the Plan2 in accordance with sect

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al.1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) PLAN OF REORGANIZATION FOR REAL INDUSTRY, INC. PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Gary S. Lee (admitted pro hac vice) Todd Goren (admitted pro hac vice) Mark A. Lightner (admitted

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K - February 20 2018 MOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EX-99.1 2 rely-20180220ex991e47654.htm EX-99.1 EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtors Reporting Period: January 1, 2018 – January 31, 2018 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Sched

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

Ex99-1Real Alloy 2-5-18 Press Release EXHIBIT 99.1 Real Alloy Announces Receipt of Bids to Acquire the Company and Selection of ?Stalking Horse? Bidder BEACHWOOD, OHIO, February 5, 2018 ? 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 dea

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K 1 rely-20180205x8k.htm 8-K 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: February 5, 2018 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3700 Park Eas

Pledge and Security Agreement, dated as of January 24, 2018, by and between Real Industry, Inc. and 210/Rely Capital, LP.

EXHIBIT 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of January 24, 2018 by and among REAL INDUSTRY, INC., a Delaware corporation (“Grantor”), and 210/RELY CAPITAL, LP, a Texas limited partnership, as DIP Agent for the benefit of the DIP Lenders (defined below), as secured party (in such capacity, the “Secured Party”). WHEREAS, SGGH, LLC, a Del

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

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: January 22, 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, O

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EX-99.2 7 rely-20180122ex992366e69.htm EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtors Reporting Period: December 1, 2017 – December 31, 2017 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Sch

Debtor-in-Possession Credit Agreement, dated as of January 24, 2018, by and among Real Industry, Inc., 210/Rely Capital, LP (as DIP Agent), and the DIP Lenders party thereto

EXHIBIT 10.1 DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of January 24, 2018 among REAL INDUSTRY, INC. Chapter 11 Debtor and Debtor-In-Possession, as Borrower, 210/RELY CAPITAL, LP as DIP Agent, and THE DIP LENDERS PARTY HERETO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of January 24, 2018, is entered into by REAL INDUSTRY, INC., a Chapter 11 debt

Promissory Note, dated January 24, 2018, of Real Industry, Inc. in favor of 210/Rely Capital, LP.

EXHIBIT 10.4 NOTE $2,750,000.00 January 24, 2018 1. FOR VALUE RECEIVED, REAL INDUSTRY, INC., a Delaware corporation (“Maker”), hereby promises to pay to the order of 210/RELY CAPITAL, LP, a Texas limited partnership (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,750

Guaranty Agreement, dated as of January 24, 2018, by and among SGGH, LLC, Cosmedicine, LLC and 210/Rely Capital, LP.

EXHIBIT 10.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is dated as of January 24, 2018, by and among SGGH, LLC, a Delaware limited liability company (?SGGH?) and Cosmedicine LLC, a Delaware limited liability company (?Cosmedicine? and SGGH, collectively, the ?Guarantors? and each a ?Guarantor?), in favor of 210/Rely Capital, LP, a Texas limited partnership, as DIP agent (in such

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) REAL INDUSTRY, INC., et al. 1 ) Case No. 17-12464 (KJC) ) Debtors. ) Jointly Administered ) ) Ref. Docket No. 207, 252, 253 ORDER (I) AUTHORIZING REAL INDUSTRY, INC. TO OBTAIN SENIOR SECURED, SUPERPRIORITY, POSTPETITION FINANCING, (II) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EX

Third Supplemental Indenture, dated and effective as of January 19, 2018 by and among Real Alloy Holding, Inc., the NPA Guarantors and Wilmington Trust, N.A.

EX-10.2 3 rely-20180119ex1023c1204.htm EX-10.2 EXHIBIT 10.2 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of January 19, 2018 (the “Effective Date”) among Real Alloy Holding, Inc., a Delaware corporation (the “Company”), Real Alloy Intermediate Holding, LLC, a Delaware limited liability company (“Intermediate Holdings”), each of the Guara

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K 1 rely-20180119x8k.htm 8-K 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: January 19, 2018 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3700 Park Eas

Amended and Restated Note Purchase Agreement, dated and effective as of January 19, 2018 by and among Real Alloy Holding, Inc., the NPA Guarantors and the Purchasers

Ex 10-1 EXHIBIT 10.1 REAL ALLOY HOLDING, INC. $85,000,000 Senior Secured Super-Priority Debtor-in-Possession Senior Notes Amended and Restated Senior Secured Super-Priority Debtor-In-Possession Note Purchase Agreement Dated January 19, 2018 REAL ALLOY HOLDING, INC. 25825 Science Park Drive, Suite 400 Beachwood, Ohio 44122 Senior Secured Super-Priority Debtor-in-Possession Senior Notes January 19,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

Form 8-K Jan 17 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Ex 99-1 Real Alloy Final DIP Order IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: REAL INDUSTRY, INC.

Commitment Letter, dated January 10, 2018, by and among Real Industry, Inc., 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P.

Ex 101 - 210 Commitment Letter 1-10-17 EXHIBIT 10.1 210 CAPITAL, LLC 8214 Westchester Drive, Suite 950 Dallas, TX 75225 PERSONAL AND CONFIDENTIAL January 10, 2018 Real Industry, Inc. 3700 Park East Drive, Suite 300 Beachwood, Ohio 44122 Attention: Michael J. Hobey Commitment Letter Ladies and Gentlemen: 210 Capital, LLC (or one of its affiliates) (?210 Capital?) and the Private Credit Group of Gol

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K 1 rely-20180110x8k.htm 8-K 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: January 10, 2018 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3700 Park Eas

RELY / Real Industry, Inc. 8-K (Current Report)

Form 8-K - December 21 2017 RELY DIP Commitment Letter UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Commitment Letter, dated December 21, 2017, by and between Real Industry, Inc. and Goldman Sachs & Co, LLC.

relyEx101 EXHIBIT 10.1 Execution Version GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL December 21, 2017 Real Industry, Inc. 3700 Park East Drive, Suite 300 Beachwood, Ohio 44122 Attention: Michael J. Hobey Commitment Letter Ladies and Gentlemen: Goldman Sachs & Co. LLC (or one of its affiliates) (?Goldman Sachs? or the ?Commitment Party?), is plea

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

EX-99.1 2 rely-20171220ex9915e8948.htm EX-99.1 MONTHLY OPERATING REPORT Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtors Reporting Period: November 17, 2017 – November 30, 2017 MONTHLY OPERATING REPORT Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Attache

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rely-20171220x8k.htm 8-K 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: December 20, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3700 Park Ea

UNITED STATES BANKRUPTCY COURT

Ex991 EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Real Industry, Inc., et al. Case No. 17-12464 (KJC) Debtor INITIAL MONTHLY OPERATING REPORT File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief. Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cance

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K November 30 CRO appointment and Initial Operating Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ABL Credit Agreement, dated and effective as of November 20, 2017, by and among the ABL Borrowers, ABL Guarantors, and ABL Lenders

EX-10.2 3 rely-20171120ex10252bcbd.htm EX-10.2 EXHIBIT 10.2 REAL ALLOY HOLDING, INC. $85,000,000 Senior Secured Super-Priority Debtor-in-Possession Senior Notes Senior Secured Super-Priority Debtor-In-Possession Note Purchase Agreement Dated November 21, 2017 Table of Contents Page SECTION 1. AUTHORIZATION OF NOTES. 1 SECTION 2. SALE AND PURCHASE OF NOTES. 1 SECTION 3. CLOSING; PROCEEDS ACCOUNT. 3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EX-99.1 4 rely-20171120ex99110e6e3.htm EX-99.1 EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) ) Chapter 11 REAL INDUSTRY, INC., et al.,1 ) ) Case No. 17-12464 (KJC) Debtors. ) ) ) Joint Administration Pending Re: Docket No. 12 ) INTERIM ORDER (A) APPROVING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF AND DECLARATIONS OF WORTHLESSNESS WITH

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

8-K 1 rely-20171120x8k.htm 8-K 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: November 20, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Str

Note Purchase Agreement, dated and effective as of November 21, 2017 by and among Real Alloy Holding, Inc., the NPA Guarantors and the Purchasers.

EXHIBIT 10.1 DEBTOR-IN-POSSESSION REVOLVING CREDIT AGREEMENT Dated as of November 20, 2017 by and among REAL ALLOY HOLDING, INC., (as Borrower Representative), THE OTHER BORROWERS PARTY HERETO FROM TIME TO TIME, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A. for itself, as a Lender, an L/C Issuer and as Agent for all Lenders, and ANY OTHER FINANCIAL INS

REAL INDUSTRY AND REAL ALLOY RECEIVE COURT APPROVAL OF FIRST DAY MOTIONS Financing in place to support Real Alloy’s U.S. operations All facilities globally operating on schedule

EX-99.1 2 ex-99d1.htm EX-99.1 EXHIBIT 99.1 REAL INDUSTRY AND REAL ALLOY RECEIVE COURT APPROVAL OF FIRST DAY MOTIONS Financing in place to support Real Alloy’s U.S. operations All facilities globally operating on schedule NEW YORK, November 20, 2017 – Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today announced that the Company and Real Alloy Holding, Inc. and its U.S. subs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 1 f8-k.htm 8-K 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: November 17, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 3

REAL INDUSTRY AND REAL ALLOY’S U.S. OPERATIONS INITIATE CHAPTER 11 PROCEEDINGS Real Alloy’s operations in Germany, United Kingdom, Norway, Canada and Mexico are not included in the filing Real Alloy’s U.S. operations obtain additional liquidity throu

EX-99.1 8 ex-99d1.htm EX-99.1 EXHIBIT 99.1 REAL INDUSTRY AND REAL ALLOY’S U.S. OPERATIONS INITIATE CHAPTER 11 PROCEEDINGS Real Alloy’s operations in Germany, United Kingdom, Norway, Canada and Mexico are not included in the filing Real Alloy’s U.S. operations obtain additional liquidity through DIP financing NEW YORK, November 17, 2017 – Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “

Term Sheet dated November 17, 2017 for the Note Purchase Agreement for the Real Alloy Debtors.

EX-10.3 4 ex-10d3.htm EX-10.3 Exhibit 10.3 $85 MILLION SENIOR SECURED DEBTOR-IN-POSSESSION NOTES FACILITY SUMMARY OF TERMS AND CONDITIONS This Summary of Terms and Conditions (the “Term Sheet”) outlines certain terms of a proposed DIP Facility (as defined below). This Term Sheet was prepared for discussion purposes only and does not constitute an offer, agreement, or commitment to enter into the D

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

Form 8-K for Chapter 11 and Exec Updates UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendment Agreement to the Factoring Agreement, dated November 15, 2017, by and between Real Alloy Germany GmbH and TARGO Commercial Finance AG

EX-10.1 2 ex-10d1.htm EX-10.1 EXHIBIT 10.1 AMENDMENT AGREEMENT TO THE FACTORING AGREEMENT between TARGO Commercial Finance AG (formerly GE Capital Bank AG) Heinrich-von-Brentano-Straße 2, 55130 Mainz, Germany -hereinafter referred to as “TARGOCF”- and Real Alloy Germany GmbH (formerly known as Aleris Recycling (German Works) GmbH) Aluminiumstraße 3, 41515 Grevenbroich, Germany - hereinafter referr

Employment Agreement, dated November 16, 2017, by and between Kyle Ross and Real Industry, Inc.

Ex 10-5 Ross CIO Letter EXHIBIT 10.5 November 16, 2017 Kyle Ross 17 State Street, Suite 3811 New York, NY 10004 Dear Kyle: This letter confirms that effective on November 16, 2017 and prior to the date Real Industry, Inc. (the ?Company?) files a petition for Ch. 11 bankruptcy proceedings, your sole title the Company shall be Chief Investment Officer, and this letter confirms your resignation such

Term Sheet dated November 17, 2017 for the ABL Credit Agreement for the Real Alloy Debtors.

Ex 10-2 Real Alloy ABL DIP Term Sheet EXHIBIT 10.2 DEBTOR-IN-POSSESSION FINANCING TERM SHEET This Term Sheet is dated November 17, 2017, and is addressed to Real Alloy Holding, Inc. by Bank of America, N.A. ("BANA"). Unless otherwise defined herein, capitalized terms used herein and in the accompanying Annexes shall have the meanings set forth in the Existing Revolving Credit Agreement (as defined

Employment Agreement, dated November 16, 2017, by and between Michael J. Hobey and Real Industry, Inc.

Ex 10-4 Hobey CEO Letter EXHIBIT 10.4 November 16, 2017 Michael Hobey 17 State Street, Suite 3811 New York, NY 10004 Dear Mike: I am pleased to confirm your appointment to the position of President and interim Chief Executive Officer for Real Industry, Inc. (the ?Company?), reporting solely and directly to our Board of Directors. I am also pleased to confirm your continued retention as Executive V

Employment Agreement, dated November 16, 2017, by and between Kelly G. Howard and Real Industry, Inc.

EX-10.6 7 ex-10d6.htm EX-10.6 EXHIBIT 10.6 November 16, 2017 Kelly G. Howard 17 State Street, Suite 3811 New York, NY 10004 Dear Kelly: This letter, effective on November 16, 2017 and prior to the time that Real Industry, Inc. (the “Company”) files for Chapter 11 bankruptcy protection, confirms your continuing employment with Real Industry, Inc. as General Counsel, Executive Vice President and Cor

Other Events

Form 8-K - Item 8-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Common Stock Certificate

EX-3.1 2 rely-20170930ex31528bf44.htm EX-3.1 Exhibit 3.1 Exhibit 3.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.001 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * *

RELY / Real Industry, Inc. 10-Q (Quarterly Report)

10-Q 1 rely-20170930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Form of Indemnification Agreement

EX-10.1 3 rely-20171101ex101b32715.htm EX-10.1 EXHIBIT 10.1 [FORM OF] INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [•] day of [•], 2017 (the “Effective Date”) by and between Real Industry, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). WHEREAS, the Company believes it is essential to retain and attract qualifie

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

November 7 2017 Form 8-K (Rights Agt and Indemn Agt) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Rights Agreement dated as of November 2, 2017, between Real Industry, Inc. and Computershare Inc.

EX-4.1 2 rely-20171101ex4190f607f.htm EX-4.1 EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENT dated as of November 2, 2017 between Real Industry, Inc., as successor in interest to Fremont General Corporation and Computershare Inc., as successor in interest to Mellon Investor Services LLC Rights Agent TABLE OF CONTENTS Page SECTION 1. Certain Definitions 2 SECTION 2. Appointment of Rights Agent 7

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 (Date of earliest event reported): October 5, 2017 Real Industry, Inc. (Exact name of registrant as specified in its charter) Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission Fil

REAL INDUSTRY REPORTS FISCAL 2017 SECOND quarter RESULTS Company to host conference call on August 9, 2017, at 10:00 a.m. EDT

rely-ex9916.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2017 SECOND quarter RESULTS Company to host conference call on August 9, 2017, at 10:00 a.m. EDT NEW YORK, August 8, 2017 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its fiscal second quarter ended June 30, 2017. Second Quarter 2017 Highlights - Revenues increased to $350.2 mi

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections abou

EX-99.2 3 rely-ex9927.htm EX-99.2 Q2 2017 INVESTOR PRESENTATION DECK 2Q 2017 earnings presentation august 8, 2017 Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections about Real Industry, Inc. a

Real Industry Q2 2017 EARNINGS RELEASE 8-K (Current Report/Significant Event)

rely-8k20170808.htm 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: August 8, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 381

RELY / Real Industry, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08007 REAL INDUSTRY, INC. (E

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections abou

rely-ex9916.pptx.htm B. Riley Institutional Investor conference May 24-25, 2017 Real Alloy Exhibit 99.1 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections about Real Industry, Inc. and its subsidiaries? (t

Regulation FD Disclosure

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: May 24, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 3811 New York, NY 10004 (

EX-24.1

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Kyle C.

Real Industry 8-K ANNUAL MEETING RESULTS (Current Report/Significant Event)

rely-8k20170518.htm 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: May 18, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 3811

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections abou

rely-ex99245.pptx.htm 1Q 2017 earnings presentation may 10, 2017 Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates, and projections about Real Industry, Inc. and its subsidiaries? (the ?Company?) businesses a

REAL INDUSTRY REPORTS FISCAL 2017 FIRST quarter RESULTS Company to host conference call on May 11, 2017, at 12:00 p.m. ET

rely-ex99116.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2017 FIRST quarter RESULTS Company to host conference call on May 11, 2017, at 12:00 p.m. ET NEW YORK, May 10, 2017 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today reported financial results for its fiscal first quarter ended March 31, 2017. First Quarter 2017 Operating and Financial Highlights: - Revenues inc

Real Industry Q-1 EARNINGS RELEASE AND EARNINGS PRESENTATION (Current Report/Significant Event)

rely-8k20170510.htm 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: May 10, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 3811

Real Industry 10-Q (Quarterly Report)

rely-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08007

U.S. Revolving Guaranty and Security Agreement, dated as of March 14, 2017 by Real Alloy Canada Ltd., and each other grantor from time to time party hereto in favor of Bank of America, N.A. as Agent

EXHIBIT 10.3 U.S. REVOLVING GUARANTY AND SECURITY AGREEMENT Dated as of March 14, 2017 by REAL ALLOY CANADA LTD., and Each Other Grantor From Time to Time Party Hereto in favor of BANK OF AMERICA, N.A., as Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions. 1 Section 1.2 Certain Other Terms. 4 ARTICLE II GUARANTY 5 Section 2.1 Guaranty. 5 Section 2.2 Limitation of Guara

Canadian Revolving Guaranty and Security Agreement, dated as of March 14, 2017 by Real Alloy Canada Ltd., as Canadian Borrower, and each other grantor from time to time party hereto in favour of Bank of America, N.A. as Agent

EXHIBIT 10.5 Execution Version CANADIAN REVOLVING GUARANTEE AND SECURITY AGREEMENT Dated as of March 14, 2017 by Real Alloy Canada Ltd., as Canadian Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favour of Bank of America, N.A., as Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions. 1 Section 1.2 Certain Other Terms. 4 ARTICLE II GUARANTEE 5 Section

Form of Real Industry, Inc. Restricted Stock Unit Award Agreement (in lieu of director fees)

EXHIBIT 10.1 REAL INDUSTRY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT is made and entered into as of this [ ] day of [], 20 by and between Real Industry, Inc., a Delaware corporation (the “Company”), and [] (“Director”), a member of the Board of Directors of the Company (the “Board”), pursuant to the Amended and Restated Real Industry, Inc. 2015 Equity Award Plan (the “Plan”). This

U.S. Revolving Guaranty and Security Agreement, dated as of March 14, 2017 by Real Alloy Holding, Inc., and each other grantor from time to time party hereto in favor of Bank of America, N.A. as Agent

EXHIBIT 10.4 U.S. REVOLVING GUARANTY AND SECURITY AGREEMENT Dated as of March 14, 2017 by REAL ALLOY HOLDING, INC., and Each Other Grantor From Time to Time Party Hereto in favor of BANK OF AMERICA, N.A., as Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions. 1 Section 1.2 Certain Other Terms. 5 ARTICLE II GUARANTY 6 Section 2.1 Guaranty. 6 Section 2.2 Limitation of Gua

Revolving Credit Agreement, dated as of March 14, 2017 by and among Real Alloy Holding, Inc., (as Borrower Representative), the other borrowers party hereto from time to time, Bank of America as a Lender, and L/C Issuer and Swingline Lender and as Agent for all Lenders

EXHIBIT 10.2 REVOLVING CREDIT AGREEMENT Dated as of March 14, 2017 by and among REAL ALLOY HOLDING, INC., (as Borrower Representative), THE OTHER BORROWERS PARTY HERETO FROM TIME TO TIME, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A. for itself, as a Lender, an L/C Issuer and Swingline Lender and as Agent for all Lenders, and ANY OTHER FINANCIAL INSTIT

Real Industry DEFR14A

rely-defr14a20170518.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Real Industry DEF 14A

rely-def14a20170519.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by R

RELY / Real Industry, Inc. / LAZARD ASSET MANAGEMENT LLC Passive Investment

r13ggreenplainsrenewable SCHEDULE 13G/A CUSIP No: 75601W104 1)NAME OF REPORTING PERSON S.

REAL INDUSTRY Announces appointment of kyle ross as CHIEF EXECUTIVE OFFICER Company Also Announces Nomination of New Board Director and Details of Annual Meeting of Stockholders

EX-99.1 2 rely-ex99133.htm EX-99.1 Exhibit 99.1 REAL INDUSTRY Announces appointment of kyle ross as CHIEF EXECUTIVE OFFICER Company Also Announces Nomination of New Board Director and Details of Annual Meeting of Stockholders SHERMAN OAKS, Calif., April 6, 2017 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today announced the appointment of Mr. Kyle Ross as Chief Executiv

Financial Statements and Exhibits, Other Events

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: April 5, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17 State Street, Suite 3811 New York, NY 10004

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 14, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oak

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex99235.pptx.htm Corporate Overview March 2017 Real Alloy Real Alloy 3700 Park East Dr., Suite 300 Beachwood, OH 44122 www.realalloy.com Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections

REAL INDUSTRY REPORTS FISCAL 2016 fourth quarter and year-end RESULTS Company to host conference call on March 14, 2017, at 1:00 p.m. ET

rely-ex99115.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2016 fourth quarter and year-end RESULTS Company to host conference call on March 14, 2017, at 1:00 p.m. ET SHERMAN OAKS, California, March 13, 2017 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its fiscal fourth quarter and year ended December 31, 2016. As a result of the Real

Real Industry 8-K EARNINGS PRESS RELEASE (Current Report/Significant Event)

rely-8k20170313.htm 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 13, 2017 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, S

Real Industry 10-K (Annual Report)

rely-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2016 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-08007 REAL

SUBSIDIARIES OF REAL INDUSTRY, INC.

Exhibit 21 SUBSIDIARIES OF REAL INDUSTRY, INC. Name Jurisdiction of Organization Cosmedicine, LLC Delaware Real Alloy Intermediate Holding, LLC Delaware SGGH, LLC Delaware

Consent and Third Amendment to Revolving Credit Agreement, dated as of November 1, 2016, by and among Real Alloy Recycling, Inc., Wells Fargo Bank, National Association, for itself as a Lender, and as agent for the Lenders from time to time party to the Revolving Credit Agreement, and the other Lenders signatory hereto

EX-10.44 2 rely-ex1044797.htm EX-10.44 Exhibit 10.44 CONSENT AND THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS CONSENT AND THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of November 1, 2016, by and among REAL ALLOY RECYCLING, INC., a Delaware corporation, formerly known as Aleris Recycling, Inc., a Delaware corporation (“Real Alloy”), in its capacities as

RELY / Real Industry, Inc. / LAZARD ASSET MANAGEMENT LLC Passive Investment

r13ggreenplainsrenewable SCHEDULE 13G CUSIP No: 75601W104 1)NAME OF REPORTING PERSON S.

Letter Agreement, dated as of December 12, 2016, by and between Real Industry, Inc. and Kelly G. Howard

rely-ex1016.htm Exhibit 10.1 December 12, 2016 Kelly G. Howard [ ] [ ] Dear Kelly: I am pleased to extend you an offer to become General Counsel, Executive Vice President and Corporate Secretary of Real Industry, Inc. (the ?Corporation?). You will report to the Chief Executive Officer of the Corporation. Upon your execution of this letter agreement, your employment with the Corporation will begin

Real Industry 8-K (Current Report/Significant Event)

rely-8k20161212.htm 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: December 12, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard

Real Industry 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08007 REAL INDUSTRY, IN

Real Industry NT 10-Q Q3-2016

rely-nt10q20161110.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-08007 NOTIFICATION OF LATE FILING CUSIP NUMBER 82670K201 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition R

Regulation FD Disclosure, Results of Operations and Financial Condition

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: November 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman O

REAL INDUSTRY REPORTS FISCAL 2016 third quarter RESULTS Company to host conference call on November 10, 2016, at 1:00 p.m. ET

rely-ex99132.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2016 third quarter RESULTS Company to host conference call on November 10, 2016, at 1:00 p.m. ET SHERMAN OAKS, Calif., November 9, 2016 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its fiscal third quarter ended September 30, 2016. Third Quarter 2016 Operating and Financial Hi

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex99233.pptx.htm Corporate Overview November 2016 Real Alloy Real Alloy 3700 Park East Dr., Suite 300 Beachwood, OH 44122 www.realalloy.com Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projectio

Amendment No. 1 to Pledge and Security Agreement, dated as of March 2, 2016, among each of Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc. and certain of their subsidiaries and Wilmington Trust, National Association

Exhibit 10.3 AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of March 2, 2016 (the “Effective Date”), among Real Alloy Intermediate Holding, LLC, a Delaware limited liability company (“Holdings”), Real Alloy Holding, Inc., a Delaware corporation (the “Issuer”), each of the subsidiaries of Holdings or the Issuer listed o

Amendment No. 1 to Collateral Trust Agreement, dated as of March 2, 2016, among Real Alloy Holding, Inc., Real Alloy Intermediate Holding, LLC, each of Guarantors, Wilmington Trust, National Association, as Trustee, and Wilmington Trust, National Association, as Notes Collateral Trustee

Exhibit 10.5 AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENT AMENDMENT NO. 1 TO COLLATERAL TRUST AGREEMENT (this “Amendment”), dated as of March 2, 2016 (the “Effective Date”), among Real Alloy Holding, Inc., a Delaware corporation (the “Issuer”), each of the Guarantors listed on the signature pages hereto (the “Guarantors”), Wilmington Trust, National Association, as trustee under the Indenture (th

First Amendment to Revolving Credit Agreement, dated as of May 21, 2015, among Real Alloy Recycling, Inc. and General Electric Capital Corporation

EX-10.7 6 rely-ex107374.htm EX-10.7 AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT Exhibit 10.7 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of May 21, 2015 by and among REAL ALLOY RECYCLING, INC., a Delaware corporation, formerly known as Aleris Recycling, Inc., a Delaware corporation (“Real Alloy”), in its c

Second Amendment to Revolving Credit Agreement, entered into August 24, 2016 and effective as of the November 10, 2015, among Real Alloy Recycling, Inc. and Wells Fargo Bank, National Association

Exhibit 10.8 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into August 24, 2016, to be effective as of the Second Amendment Effective Date, by and among REAL ALLOY RECYCLING, INC., a Delaware corporation, formerly known as Aleris Recycling, Inc., a Delaware corporation (“Real Alloy”), in its capacities as the Borrow

Second Supplemental Indenture, dated as of March 2, 2016, among Real Alloy Holding, Inc., Real Alloy Intermediate Holding, LLC, each of Guarantors, Wilmington Trust, National Association, as Trustee, and Wilmington Trust, National Association, as Notes Collateral Trustee

Exhibit 10.4 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 2, 2016 (the “Effective Date”) among Real Alloy Holding, Inc., a Delaware corporation (the “Company”), Real Alloy Intermediate Holding, LLC, a Delaware limited liability company (“Intermediate Holdings”), each of the Guarantors listed on the signature pages hereto (the

Lien Release (Master Agreement and Schedules), dated as of March 2, 2016, by Wilmington Trust, National Association, as Notes Collateral Trustee

Exhibit 10.6 LIEN RELEASE (MASTER LEASE AGREEMENT AND SCHEDULES) As used in this Lien Release (“Release”), the term “Lessor” shall mean each of CF Equipment Leases, LLC (successor by assignment from General Electric Capital Corporation) and each of its wholly-owned subsidiaries and/or affiliates, including, but not limited to, CF Equipment Loans, LLC, GE Capital Commercial Inc. and General Electri

REAL INDUSTRY SUBSIDIARY ACQUIRES ASSETS OF BECK ALUMINUM ALLOYS AND MINORITY STAKE IN AFFILIATED TRADING BUSINESS FOR $24 MILLION Real Industry schedules release of Fiscal 2016 Third Quarter financial results and conference call

rely-ex99119.htm Exhibit 99.1 REAL INDUSTRY SUBSIDIARY ACQUIRES ASSETS OF BECK ALUMINUM ALLOYS AND MINORITY STAKE IN AFFILIATED TRADING BUSINESS FOR $24 MILLION Real Industry schedules release of Fiscal 2016 Third Quarter financial results and conference call SHERMAN OAKS, Calif., November 1, 2016 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today announced that Real All

Regulation FD Disclosure

8-K 1 rely-8k20161101.htm 8-K 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: November 1, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura

Real Industry 8-K (Current Report/Significant Event)

rely-8k20160926.htm 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: September 26, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevar

EX-24.1

Exhibit 24.1 POWER OF ATTORNEY Known all by these present, the undersigned hereby constitutes and appoints each of Kyle Ross, Stephen J. Olson and Murray A. Indick, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: 1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities

REAL INDUSTRY APPOINTS MICHAEL HOBEY AS CHIEF FINANCIAL OFFICER

rely-ex99139.htm Exhibit 99.1 REAL INDUSTRY APPOINTS MICHAEL HOBEY AS CHIEF FINANCIAL OFFICER SHERMAN OAKS, Calif., September 15, 2016 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today announced that it has appointed Michael Hobey as Executive Vice President and Chief Financial Officer of the Company, succeeding Kyle Ross who had been appointed as President, Interim Chi

Letter Agreement, dated as of September 13, 2016, by and between Real Industry, Inc. and Kyle Ross

rely-ex1016.htm Exhibit 10.1 September13, 2016 Kyle Ross 533 N. Edinburgh Ave. Los Angeles, CA 90048 Dear Kyle: I am pleased to confirm your appointment to the position of President and interim Chief Executive Officer for Real Industry, Inc. (the ?Corporation?) and reporting solely and directly to our Board of Directors. I am also pleased to confirm your appointment as Executive Vice President and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: September 13, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman

Real Industry ESP

rely-corresp20160914.htm September 14, 2016 VIA EDGAR Mr. Martin James Senior Assistant Chief Accountant Office of Electronics and Machinery Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re:Real Industry, Inc., File No. 001-08007 Form 10-K for the Fiscal Year Ended December 31, 2015, filed March 15, 2016 Form 10-Q for the Quarterl

Terms of Separation, dated as of August 23, 2016, by and between Real Industry, Inc. and Craig T. Bouchard

EX-10.1 2 rely-ex1016.htm EX-10.1 Exhibit 10.1 TERMS OF SEPARATION 1.Effective Date; Definitive Agreement: ·Effective August 23, 2016 (“Effective Date”). ·Parties to work together in good faith to enter into a definitive agreement reflecting these terms. In the event the parties are unable to finalize a definitive agreement, the terms set forth in this term sheet (“Term Sheet”) will be binding on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

rely-8k20160819.htm 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: August 19, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

rely-8k20160819.htm 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: August 19, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard,

Terms of Separation, dated as of August 23, 2016, by and between Real Industry, Inc. and Craig T. Bouchard

EX-10.1 2 rely-ex1016.htm EX-10.1 Exhibit 10.1 TERMS OF SEPARATION 1.Effective Date; Definitive Agreement: ·Effective August 23, 2016 (“Effective Date”). ·Parties to work together in good faith to enter into a definitive agreement reflecting these terms. In the event the parties are unable to finalize a definitive agreement, the terms set forth in this term sheet (“Term Sheet”) will be binding on

Regulation FD Disclosure, Financial Statements and Exhibits

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: August 22, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oa

REAL INDUSTRY Announces Leadership change Company to host conference call at 12:00 PM eT

EX-99.1 2 rely-ex99119.htm EX-99.1 REAL INDUSTRY Announces Leadership change Company to host conference call at 12:00 PM eT SHERMAN OAKS, Calif., August 22, 2016 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today announced that Mr. Craig T. Bouchard, formerly Chairman and Chief Executive Officer of the Company, has stepped down from the Company. The Company’s Board of Di

Regulation FD Disclosure, Financial Statements and Exhibits

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: August 22, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oa

REAL INDUSTRY Announces Leadership change Company to host conference call at 12:00 PM eT

EX-99.1 2 rely-ex99119.htm EX-99.1 REAL INDUSTRY Announces Leadership change Company to host conference call at 12:00 PM eT SHERMAN OAKS, Calif., August 22, 2016 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today announced that Mr. Craig T. Bouchard, formerly Chairman and Chief Executive Officer of the Company, has stepped down from the Company. The Company’s Board of Di

Real Alloy Holding, Inc. As of December 31, 2015 and 2014 and for the year ended December 31, 2015 and the period of inception through December 31, 2014 Global Recycling and Specification Alloys (Carve-out of Certain Operations of Aleris Corporation)

rely-ex9917.htm Exhibit 99.1 Real Alloy Holding, Inc. As of December 31, 2015 and 2014 and for the year ended December 31, 2015 and the period of inception through December 31, 2014 and Global Recycling and Specification Alloys (Carve-out of Certain Operations of Aleris Corporation) As of December 31, 2014 and for the period ended February 26, 2015, and the years ended December 31, 2014 and 2013 T

Financial Statements and Exhibits, Other Events

8-K 1 rely-8k20160809.htm 8-K 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: August 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Bo

Real Alloy Holding, Inc. As of December 31, 2015 and 2014 and for the year ended December 31, 2015 and the period of inception through December 31, 2014 Global Recycling and Specification Alloys (Carve-out of Certain Operations of Aleris Corporation)

rely-ex9917.htm Exhibit 99.1 Real Alloy Holding, Inc. As of December 31, 2015 and 2014 and for the year ended December 31, 2015 and the period of inception through December 31, 2014 and Global Recycling and Specification Alloys (Carve-out of Certain Operations of Aleris Corporation) As of December 31, 2014 and for the period ended February 26, 2015, and the years ended December 31, 2014 and 2013 T

Financial Statements and Exhibits, Other Events

8-K 1 rely-8k20160809.htm 8-K 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: August 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Bo

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex99225.pptx.htm Corporate Overview august 2016 Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries? (the ?Company?) businesses and prospects,

Regulation FD Disclosure, Results of Operations and Financial Condition

rely-8k20160809.htm 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: August 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, S

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex99225.pptx.htm Corporate Overview august 2016 Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries? (the ?Company?) businesses and prospects,

Regulation FD Disclosure, Results of Operations and Financial Condition

rely-8k20160809.htm 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: August 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, S

REAL INDUSTRY REPORTS FISCAL 2016 SECOND quarter RESULTS Company to host conference call on August 10, 2016, at 1:00 p.m. EDT

rely-ex9916.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2016 SECOND quarter RESULTS Company to host conference call on August 10, 2016, at 1:00 p.m. EDT SHERMAN OAKS, Calif., August 9, 2016 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its fiscal second quarter ended June 30, 2016. Second Quarter 2016 Highlights - Revenues increased

REAL INDUSTRY REPORTS FISCAL 2016 SECOND quarter RESULTS Company to host conference call on August 10, 2016, at 1:00 p.m. EDT

rely-ex9916.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2016 SECOND quarter RESULTS Company to host conference call on August 10, 2016, at 1:00 p.m. EDT SHERMAN OAKS, Calif., August 9, 2016 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its fiscal second quarter ended June 30, 2016. Second Quarter 2016 Highlights - Revenues increased

Real Industry 10-Q (Quarterly Report)

10-Q 1 rely-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Real Industry 10-Q (Quarterly Report)

10-Q 1 rely-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

EX-99.1 2 rely-ex9916.htm EX-99.1 Harbor Aluminum Conference Chicago, IL June 9, 2016 Exhibit 99.1 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries' (the “Co

Regulation FD Disclosure, Financial Statements and Exhibits

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: June 9, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oaks,

Real Industry, Inc. Management Continuity Plan for Senior Officers

rely-ex1016.htm Exhibit 10.1 REAL INDUSTRY, INC. MANAGEMENT CONTINUITY PLAN FOR SENIOR OFFICERS SECTION 1.GENERAL 1.1Plan Name and Effective Date. The name of the Plan is the Real Industry, Inc. Management Continuity Plan for Senior Officers. The Plan shall be effective as of May 19, 2016 (the ?Effective Date?). 1.2Purpose. The purpose of the Plan is to provide for severance benefits to certain sp

Confirmation Letter dated as of May 20, 2016, from Real Industry, Inc. to Craig T. Bouchard

rely-ex1038.htm Exhibit 10.3 May 20, 2016 Craig T. Bouchard 15301 Ventura Boulevard Suite 400 Sherman Oaks, CA 91403 Dear Craig: I am writing on behalf of the Compensation Committee of the Board of Directors (?Board?) of Real Industry, Inc. (the ?Company?) to confirm that the implementation of the Real Industry, Inc. Management Continuity Plan for Senior Officers (?Continuity Plan?) will not affec

Amended and Restated Performance Share Agreement, dated as of May 20, 2016, by and between Real Industry, Inc. and Craig T. Bouchard

rely-ex1027.htm Exhibit 10.2 REAL INDUSTRY, INC. PERFORMANCE SHARE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of this 20th day of May, 2016 and amends and restates that certain Agreement made and entered into as of the 1st day of June, 2015 (the ?Date of Grant?) by and between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the ?Co

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 rely-8k20160519.htm 8-K 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: May 19, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boul

REAL INDUSTRY, INC. TSR PERFORMANCE AWARD AGREEMENT

rely-ex1049.htm Exhibit 10.4 REAL INDUSTRY, INC. TSR PERFORMANCE AWARD AGREEMENT THIS TSR PERFORMANCE AWARD AGREEMENT (this ?Agreement?) is made and entered into as of this day of , 20 (the ?Date of Grant?) by and between Real Industry, Inc., a Delaware corporation (the ?Company?), and (?Employee?), pursuant to the Amended and Restated Real Industry, Inc. 2015 Equity Award Plan (the ?Plan?). This

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex9927.pptx.htm Corporate Overview MAY 2016 Exhibit 99.2 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries? (the ?Company?) businesses and prospects, as

Real Industry 8-K (Current Report/Significant Event)

rely-8k20160510.htm 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: May 10, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Sui

REAL INDUSTRY REPORTS FISCAL 2016 first quarter RESULTS Company to host conference call on May 11, 2016, at 11:00 a.m. EDT

rely-ex9916.htm Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2016 first quarter RESULTS Company to host conference call on May 11, 2016, at 11:00 a.m. EDT SHERMAN OAKS, Calif., May 10, 2016 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today reported financial results for its fiscal first quarter ended March 31, 2016. First Quarter 2016 Highlights - Revenues increased to $30

Real Industry 10-Q (Quarterly Report)

rely-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08007

Real Industry DEF 14A

rely-def14a20160519.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R

REAL INDUSTRY REPORTS FISCAL 2015 FOURTH quarter AND YEAR-END RESULTS Company to host conference call on March 15, 2016, at 1:00 p.m. EDT Annual CEO Letter to Stockholders available on website

EX-99.1 2 rely-ex9917.htm EX-99.1 Exhibit 99.1 REAL INDUSTRY REPORTS FISCAL 2015 FOURTH quarter AND YEAR-END RESULTS Company to host conference call on March 15, 2016, at 1:00 p.m. EDT Annual CEO Letter to Stockholders available on website SHERMAN OAKS, Calif., March 14, 2016 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today reported financial results for its fiscal fou

ANNUAL LETTER FROM THE CHAIRMAN of the BOARD AND CHIEF EXECUTIVE OFFICER DEAR FELLOW STOCKHOLDERs, Bondholders, and OTHER stakeholders,

EX-99.2 3 rely-ex9926.htm EX-99.2 Exhibit 99.2 CEO Letter Dated March 14, 2016 ANNUAL LETTER FROM THE CHAIRMAN of the BOARD AND CHIEF EXECUTIVE OFFICER DEAR FELLOW STOCKHOLDERs, Bondholders, and OTHER stakeholders, On behalf of our management team, the Real Industry Board of Directors and me, thank you for placing your trust in us. 2015 was a breakthrough year for the Company. We grew our revenues

Real Industry 8-K (Current Report/Significant Event)

rely-8k20160314.htm 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 14, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, S

Real Industry 10-K (Annual Report)

10-K 1 rely-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001

SUBSIDIARIES OF REAL INDUSTRY, INC.

Exhibit 21 SUBSIDIARIES OF REAL INDUSTRY, INC. Name Jurisdiction of Organization Cosmedicine, LLC Delaware Real Alloy Intermediate Holding, LLC Delaware SGGH, LLC Delaware

Certified Public Accountants

Exhibit 16.1 Squar, Milner, Peterson, Miranda & Williamson, LLP Certified Public Accountants and Financial Advisors March 16, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K dated March 16, 2015 for the event that occurred on March 16, 2015, to be filed by our former client, Signature Group

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 rely-8k20160224.htm 8-K 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: February 24, 2016 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura

Amended and Restated Real Industry, Inc. 2015 Equity Award Plan TSR Performance Award Agreement

EX-10.1 2 rely-ex10142.htm EX-10.1 Exhibit 10.1 REAL INDUSTRY, INC. TSR PERFORMANCE AWARD AGREEMENT THIS TSR PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2016 (the “Date of Grant”) by and between Real Industry, Inc., a Delaware corporation (the “Company”), and (“Employee”), pursuant to the Amended and Restated Real Industry, Inc. 2015 Equity Award Pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 rely-10q20150930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

Third Amended and Restated Bylaws of the Real Industry, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF REAL INDUSTRY, INC. ARTICLE 1 OFFICES The registered office of Real Industry, Inc., a Delaware corporation (the ?Corporation?) shall be located in the City and State designated in the Corporation?s Certificate of Incorporation, as amended (the ?Certificate of Incorporation?). The Corporation may also maintain offices at such other places within or o

REAL INDUSTRY REPORTS Third quarter 2015 RESULTS Company to host conference call on November 9, 2015, at 1:00 p.m. EST

EX-99.1 2 rely-ex9916.htm EX-99.1 Exhibit 99.1 REAL INDUSTRY REPORTS Third quarter 2015 RESULTS Company to host conference call on November 9, 2015, at 1:00 p.m. EST SHERMAN OAKS, Calif., November 9, 2015 - Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today reported financial results for its third quarter ended September 30, 2015. Third Quarter 2015 Highlights - Segment Ad

Real Industry 8-K (Current Report/Significant Event)

rely-8k20151109.htm 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: November 9, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard,

Real Industry ESP

CORRESP 1 filename1.htm VIA EDGAR October 20, 2015 Mr. Tim Buchmiller Ms. Amanda Ravitz Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Real Industry, Inc. Registration Statement on Form S-3 Filed October 7, 2015 File No. 333-207311 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, R

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: October 6, 2015 Real Industry, Inc.

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: October 6, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oa

Year Ended December 31,

Exhibit 99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Note: Capitalized terms not defined herein have the meaning ascribed to them in the Real Industry, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 16, 2015. This Item 7 contains certain non-GAAP financial informa

Real Industry S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on October 6, 2015 Registration No.

Form of Indenture with respect to Debt Securities

EX-4.5 Exhibit 4.5 REAL INDUSTRY, INC. INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Sect

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Real Industry, Inc. (formerly known as Signature Group Holdings, Inc.) We have audited Real Industry, Inc. and subsidiaries (the “Company” and formerly known as Signature Group Holdings, Inc.) internal control over financial reporting as of December 31, 2014, based on criteria establi

TABLE OF CONTENTS

Exhibit 99.3 Item 8. Financial Statements and Supplementary Data TABLE OF CONTENTS Real Industry, Inc. (formerly known as Signature Group Holdings, Inc.) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page/Reference Report of Management on Internal Control Over Financial Reporting Exhibit 99.4# Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting Exhibit

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Exhibit 99.4 REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Real Industry, Inc. (the “Company” and formerly known as Signature Group Holdings, Inc.), is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s inter

As of or for the Year Ended December 31,

Exhibit 99.1 Item 6. Selected Financial Data Note: Capitalized terms not defined herein have the meaning ascribed to them in the Real Industry, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 16, 2015. As of or for the Year Ended December 31, (Dollars in thousands, except per share amounts) 2014 2013 2012 2011 2010 St

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex9916.pptx.htm Deutsche bank Leveraged Finance conference September 29, 2015 Exhibit 99.1 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries? (the ?Compa

Regulation FD Disclosure, Financial Statements and Exhibits

rely-8k20150928.htm 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: September 28, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevar

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rely-8k20150917.htm 8-K 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: September 16, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventur

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex9916.pptx.htm 6th annual Craig-hallum alpha select conference September 17, 2015 Exhibit 99.1 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries? (the ?

Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about

rely-ex99116.pptx.htm Liolios group - gateway conference September 9-10, 2015 Exhibit 99.1 Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries’ (the “Company”)

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rely-8k20150909.htm 8-K 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: September 9, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura

REAL INDUSTRY REPORTS Second QUARTER 2015 RESULTS Company to host conference call on August 17, 2015, at 4:30 p.m. EDT

rely-ex9916.htm Exhibit 99.1 REAL INDUSTRY REPORTS Second QUARTER 2015 RESULTS Company to host conference call on August 17, 2015, at 4:30 p.m. EDT SHERMAN OAKS, Calif., August 17, 2015 - Real Industry, Inc. (NASDAQ: RELY) (?Real Industry? or the ?Company?) today reported financial results for its second quarter ended June 30, 2015. Second Quarter 2015 Highlights - Revenues of $368.7 million - Rea

Form of Real Industry, Inc. Amended and Restated 2015 Equity Award Plan Restricted Stock Award Agreement for Directors

Exhibit 4.1 REAL INDUSTRY, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of this day of , 20 (the ?Date of Grant?) by and between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the ?Company?), and (the ?Recipient?), pursuant to the Real Industry, Inc. 2015 Equity Award Plan (the ?Plan?). This Agreement and the award contained

Form of Real Industry, Inc. Amended and Restated 2015 Equity Award Plan Incentive Stock Option Award Agreement

EX-4.3 4 rely-ex4319.htm EX-4.3 Exhibit 4.3 REAL INDUSTRY, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT THIS AGREEMENT, is made as of this day of , 20 (the “Date of Grant”) between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to th

Form of Real Industry, Inc. Amended and Restated 2015 Equity Award Plan Nonqualified Stock Option Award Agreement

EX-4.4 5 rely-ex4420.htm EX-4.4 Exhibit 4.4 REAL INDUSTRY, INC. Non-Qualified STOCK OPTION AWARD AGREEMENT THIS AGREEMENT, is made as of this day of , 20 (the “Date of Grant”) between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Employee”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed t

Form of Real Industry, Inc. Amended and Restated 2015 Equity Award Plan Restricted Stock Award Agreement for Employees

EX-4.2 3 rely-ex4218.htm EX-4.2 Exhibit 4.2 REAL INDUSTRY, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of this day of , 20 (the “Date of Grant”) by and between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the Real Industry, Inc. 2015 Equity Award Plan (the “Plan”). This Agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08007 REAL INDUSTRY, INC. (E

Form of Real Industry, Inc. Amended and Restated 2015 Equity Award Plan Restricted Stock Unit Agreement

EX-4.5 6 rely-ex4521.htm EX-4.5 Exhibit 4.5 REAL INDUSTRY, INC. RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT is made and entered into as of this day of , 20 (the “Date of Grant”) by and between Real Industry, Inc. (f/k/a Signature Group Holdings, Inc.), a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the Real Industry, Inc. 2015 Equity Award Plan (the “Plan”). This Agre

Real Industry 8-K (Current Report/Significant Event)

rely-8k20150817.htm 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: August 17, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard,

Real Industry NT 10-Q

rely-nt10q20150630.htm OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response 2.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2015 ? Transition Report on For

Regulation FD Disclosure, Financial Statements and Exhibits

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: July 15, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oaks

Cautions about forward-looking statements and other notices Use of Non-GAAP Measures. This presentation includes references to the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, with cert

EX-99.1 2 rely-ex9912015071554.htm EX-99.1 Nasdaq closing bell ceremony July 15, 2015 Exhibit 99.1 Cautions about forward-looking statements and other notices Use of Non-GAAP Measures. This presentation includes references to the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, with certain additional adjustments (“Adjusted EBITDA”). Man

Real Industry 8-K (Current Report/Significant Event)

rely-8k20150714.htm 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: July 14, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Su

Cautions about forward-looking statements and other notices Use of Non-GAAP Measures. This presentation includes references to the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, with cert

rely-ex9912015071434.pptx.htm CJS securities summer conference July 14, 2015 Exhibit 99.1 Cautions about forward-looking statements and other notices Use of Non-GAAP Measures. This presentation includes references to the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (?EBITDA?) and, with certain additional adjustments (?Adjusted EBITDA?). Management b

Real Industry 8-K (Current Report/Significant Event)

rely-8k20150709.htm 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: July 9, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Sui

REAL INDUSTRY ANNOUNCES TERMINATION OF AT-THE-MARKET EQUITY OFFERING PROGRAM

rely-ex991201507096.htm Exhibit 99.1 REAL INDUSTRY ANNOUNCES TERMINATION OF AT-THE-MARKET EQUITY OFFERING PROGRAM SHERMAN OAKS, Calif., July 9, 2015 – Real Industry, Inc. (NASDAQ: RELY) (“Real Industry” or the “Company”) today announced the termination of its “at-the-market” equity offering program (“ATM Facility”). The Company elected to terminate the ATM Facility as a result of its increased act

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: June 29, 2015 Real Industry, Inc.

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: June 29, 2015 Real Industry, Inc. Delaware 001-08007 46-3783818 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 15301 Ventura Boulevard, Suite 400 Sherman Oaks

REAL ALLOY (formerly Global Recycling and Specification Alloys) (Carve-Out of Certain Operations of Aleris Corporation) Management’s Discussion and Analysis of Financial Condition and Results of Operations For the Year Ended December 31, 2014 Real Al

Exhibit 99.2 REAL ALLOY (formerly Global Recycling and Specification Alloys) (Carve-Out of Certain Operations of Aleris Corporation) Management’s Discussion and Analysis of Financial Condition and Results of Operations For the Year Ended December 31, 2014 Real Alloy (Carve-Out of Certain Operations of Aleris Corporation) Management’s Discussion and Analysis of Financial Condition and Results of Op

Real Alloy (Carve-Out of Certain Operations of Aleris Corporation) December 31, 2014 Table of Contents

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