Bond AKS Corp 8.375% ( US001546AM29 ) in USD

Issuer AKS Corp
Market price 100 %  ⇌ 
Country  United States
ISIN code  US001546AM29 ( in USD )
Interest rate 8.375% per year ( payment 2 times a year)
Maturity 31/03/2022 - Bond has expired



Prospectus brochure of the bond AK Steel Corp US001546AM29 in USD 8.375%, expired


Minimal amount 1 000 USD
Total amount 90 454 000 USD
Cusip 001546AM2
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating B3 ( Highly speculative )
Detailed description AK Steel Corporation, now known as Cleveland-Cliffs Inc. following a merger, was a major producer of flat-rolled carbon steel and stainless steel products for automotive, construction, and other industrial applications in the United States.

This financial instrument, an 8.375% bond with ISIN US001546AM29 and CUSIP 001546AM2, issued in the United States by AK Steel Corp, a significant American steel producer which was later acquired by Cleveland-Cliffs, recently matured and was fully repaid on March 31, 2022, at its 100% par value, having been a USD-denominated obligation originally part of a total issuance of $90,454,000 with a minimum purchase size of $1,000, which featured semi-annual interest payments and was rated B- by Standard & Poor's and B3 by Moody's during its active period.







424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
424B2 1 d310631d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-166303




Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee

8.375% Senior Notes due 2022

$300,000,000

$34,380(1)

Guarantee(2)






(1) The filing fee of $34,380 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n), no separate registration fee is payable for the guarantee.

P R O S P E C T U S S U P P L E M E N T
(To prospectus dated April 26, 2010)


8.375% Senior Notes due 2022


The Company:
· We are an integrated producer of flat-rolled carbon, specialty stainless and electrical steels and tubular products for the
automotive, infrastructure and manufacturing, and distributors and converters markets.
The Offering:
· Use of Proceeds: We intend to use the net proceeds from this offering to repay borrowings under the asset-backed revolving credit
facility of AK Steel Corporation ("AK Steel").
The Senior Notes:
· Maturity: The notes will mature on April 1, 2022.
· Interest Payments: The notes will pay interest semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on
October 1, 2012.
· Guarantee: AK Steel Holding Corporation ("AK Holding"), the parent of AK Steel, will guarantee the notes on a senior unsecured
basis.
· Ranking: The notes will be AK Steel's senior unsecured obligations and will rank equal in right of payment with all of its existing
and future senior unsecured debt, will rank senior in right of payment to all of its future subordinated debt and will effectively rank
junior to all of its secured debt to the extent of the value of the collateral securing that debt. The notes also will be effectively
subordinated to all of the liabilities of the subsidiaries of AK Steel that do not guarantee the notes, and none of AK Steel's
subsidiaries will initially guarantee the notes.
· Optional Redemption: AK Steel may redeem the notes before April 1, 2017, at a price equal to the principal amount of notes being
redeemed plus a "make-whole" premium plus accrued and unpaid interest, and on and after April 1, 2017 at the redemption prices
set forth in this prospectus supplement plus accrued and unpaid interest. If AK Steel experiences certain specific kinds of changes
of control, it must offer to purchase the notes. In addition, before April 1, 2015, AK Steel may redeem up to 35% of the principal
amount of the notes with the proceeds of certain equity offerings of AK Holding's shares of common stock at a redemption price of
108.375% plus accrued and unpaid interest.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 and "Item 1A--Risk Factors" in AK
Holding's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 27, 2012, which is
incorporated by reference herein, for a discussion of factors you should consider carefully before investing in the notes.



1 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...


Per Note
Total

Public offering price (1)

100.000%
$300,000,000
Underwriting discount


2.000%
$ 6,000,000
Proceeds, before expenses, to us (1)

98.000%
$294,000,000
(1) Plus accrued interest from March 22, 2012
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking,
société anonyme, on or about March 22, 2012.


Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan
Citigroup
Credit Suisse
Deutsche Bank Securities
Wells Fargo Securities
Co-Managers
Morgan Stanley
Barclays Capital
FBR
Fifth Third Securities, Inc.
Goldman, Sachs & Co.
PNC Capital Markets LLC
UBS Investment Bank

The date of this prospectus supplement is March 19, 2012.
2 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT



Page


Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii RATIO OF EARNINGS TO COMBINED FIXED CHARGES

S-44
FORWARD-LOOKING STATEMENTS

S-ii DESCRIPTION OF CERTAIN INDEBTEDNESS

S-45
WHERE YOU CAN FIND MORE INFORMATION

S-iii
DESCRIPTION OF NOTES

S-47
INCORPORATION BY REFERENCE

S-iv
MATERIAL U.S. FEDERAL INCOME TAX
SUMMARY

S-1
CONSIDERATIONS

S-66
RISK FACTORS

S-8 UNDERWRITING

S-70
USE OF PROCEEDS

S-12
CONFLICTS OF INTEREST

S-73
CAPITALIZATION

S-13
LEGAL MATTERS

S-74
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
EXPERTS

S-74
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

S-14

PROSPECTUS



Page


Page
ABOUT THIS PROSPECTUS

1
USE OF PROCEEDS

3

WHERE YOU CAN FIND MORE INFORMATION

1
DESCRIPTION OF SECURITIES

4

INCORPORATION BY REFERENCE

2
PLAN OF DISTRIBUTION

4

BUSINESS

2
LEGAL MATTERS

4

RISK FACTORS

2
EXPERTS

4

FORWARD-LOOKING STATEMENTS

3


This document may only be used where it is legal to sell these securities.
NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an application for a license has been filed under RSA 421-B with the
State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New
Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means
that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to,
any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or
client any representation inconsistent with the provisions of this paragraph.


We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. Further, you should not assume that information contained in or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus with respect to this
offering filed by us with the Securities and Exchange Commission (the "SEC") is accurate as of any date other than the date
of this prospectus supplement, the accompanying prospectus or any such free writing prospectus or that any information we
have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.

S-i
3 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into
the prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this
offering.
If the description of this offering or the notes varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information contained in or incorporated by reference into this prospectus supplement. You should also read and
consider the additional information under the captions "Where You Can Find More Information" and "Incorporation by Reference" in
this prospectus supplement.
The underwriters are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes
in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this
prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating
to the offering of the notes and the distribution of this prospectus supplement and the accompanying prospectus outside the
United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and
the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or
solicitation.
Unless otherwise stated, or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" and
"the Company" are to AK Holding and its consolidated subsidiaries, including AK Steel.
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus supplement that are based on our management's beliefs and
assumptions and on information currently available to our management. Forward-looking statements include information concerning
our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth
opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or
regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict,"
"potential," "continue," "may," "should" or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those
expressed in our forward-looking statements. You should not put undue reliance on any forward-looking statements. Factors that could
cause our actual results to differ materially from the results contemplated by such forward-looking statements include:


· reduced selling prices and shipments associated with a cyclical industry and weakened economy;


· changes in the cost of raw materials and energy;


· severe financial hardship or bankruptcy of one of more of our major customers;

S-ii
4 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents

· reduced demand in key product markets;


· competitive pressure from increased global steel production and imports;


· excess inventory of raw materials;


· issues with respect to our supply of raw materials, including disruptions or quality issues;


· disruptions to production or reduced production levels;

· our healthcare and pension obligations and related laws and regulations, which could include the recognition of a corridor

charge with respect to our pension and other postretirement benefit plans;


· not timely reaching new labor agreements;


· major litigation, arbitrations, environmental issues and other contingencies;


· costs associated with environmental compliance;


· regulatory compliance and changes;


· climate change and greenhouse gas emission limitations and regulations;


· financial, credit, capital or banking markets;


· the value of our net deferred tax assets;


· increased governmental regulation of mining activities;


· inability to hire or retain skilled labor and experienced manufacturing and mining managers; and


· lower quantities or quality of estimated coal reserves of AK Coal Resources, Inc. ("AK Coal").
The risk factors discussed under "Item 1A -- Risk Factors" in AK Holding's Annual Report on Form 10-K for the year ended
December 31, 2011, and under similar headings in AK Holding's subsequently filed quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the other risks and uncertainties described in the other documents incorporated by reference into
this prospectus supplement and the accompanying prospectus, could cause our results to differ materially from those expressed in
forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently
do not expect to have a material adverse effect on our business. We expressly disclaim any obligation to update our forward-looking
statements other than as required by law.
WHERE YOU CAN FIND MORE INFORMATION
AK Holding is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance with these requirements, AK Holding files reports and other information relating to its business, financial condition and
other matters with the SEC. AK Holding is required to disclose in such reports certain information, as of particular dates, concerning
its operating results and financial condition, officers and directors, principal holders of shares, any material interests of such persons
in transactions with us and other matters. AK Holding's filed reports, proxy statements and other information can be inspected and
copied at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a website that contains reports and other information regarding registrants that file electronically with
the SEC. The address of such site is: http://www.sec.gov. Reports, proxy statements and other information concerning AK Holding's
business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, NY 10005.

S-iii
5 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important
information to you by referring to those documents. We hereby "incorporate by reference" the documents listed below. The
information that we file later with the SEC will automatically update and in some cases supersede the information in this prospectus
and the documents listed below.


· AK Holding's Annual Report on Form 10-K for the year ended December 31, 2011;

· AK Holding's Definitive Proxy Statement on Schedule 14A filed on April 11, 2011, but only to the extent that such

information was incorporated by reference into AK Holding's Annual Report on Form 10-K for the year ended December 31,
2010;


· AK Holding's Current Reports on Form 8-K filed on February 7, 2012 and March 14, 2012; and

· future filings made by AK Holding and AK Steel with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act

after the date of this prospectus supplement and before the termination of this offering.
Upon your oral or written request, we will provide you with a copy of any of these filings at no cost. Requests should be
directed to Secretary, AK Steel Holding Corporation, 9227 Centre Pointe Drive, West Chester, Ohio 45069, Telephone No.
(513) 425-5000.

S-iv
6 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
SUMMARY
This summary does not include all information you should consider before investing in the notes. For a more complete
understanding of the Company and the notes, we urge you to carefully read this prospectus supplement, the accompanying
prospectus and the information incorporated by reference herein and therein in its entirety, including the sections entitled
"Risk Factors," "Forward-Looking Statements," and our financial statements and the related notes. Unless otherwise stated,
or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" and "the Company" are to
AK Holding and its consolidated subsidiaries, including AK Steel. Unless otherwise indicated, steel industry data contained
in this prospectus supplement are derived from publicly available sources, including industry trade journals and SEC filings,
which we have not independently verified.
Business Overview
We are an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products. We produce
value-added carbon steels for the automotive, infrastructure and manufacturing markets. Our stainless steel products are sold
primarily to customers in the automotive industry, as well as to manufacturers of food handling, chemical processing, pollution
control, medical and health equipment, and to distributors and service centers. Our electrical steels, which are iron-silicon alloys
with unique magnetic properties, are sold primarily to manufacturers of power transmission and distribution transformers. Our
tubular products are used primarily in the automotive, large truck and construction markets. We have the capacity to ship
approximately 6.5 million tons of steel products annually, and for the year ended December 31, 2011, we shipped approximately
5.7 million tons of steel products. For the year ended December 31, 2011, we generated revenue, net income (loss) attributable to
AK Holding and Adjusted EBITDA of $6.5 billion, ($155.6) million and $257.6 million, respectively. For the year ended
December 31, 2010, we generated revenue, net income (loss) attributable to AK Holding and Adjusted EBITDA of $6.0 billion,
($128.9) million and $136.1 million, respectively.
Our operations consist of seven steelmaking and finishing plants located in Indiana, Kentucky, Ohio and Pennsylvania that
produce flat-rolled carbon steels, including premium-quality coated, cold-rolled and hot-rolled products, and specialty stainless
and electrical steels that are sold in sheet and strip form. Our operations also include AK Tube LLC ("AK Tube"), which further
finishes flat-rolled carbon and stainless steel into welded steel tubing at its two tube plants. In addition, our operations include
European trading companies which buy and sell steel and steel products and other materials. During 2011, we entered into a joint
venture ("Magnetation JV") whereby we acquired a 49.9% equity interest in Magnetation LLC, a company headquartered in
Minnesota that produces iron ore concentrate from previously mined ore reserves, and purchased Solar Fuel Company, Inc., a
company headquartered in Pennsylvania which controls, through ownership and lease, metallurgical coal reserves and which we
renamed AK Coal.
Additional Information
AK Holding and AK Steel are incorporated under the laws of the State of Delaware. Our principal executive offices are
located on 9227 Centre Point Drive, West Chester, Ohio 45069, and our telephone number at that address is (513) 425-5000. Our
internet address is www.aksteel.com. Other than any documents expressly incorporated by reference, the information on our
website and any other website that is referred to in this prospectus supplement is not part of this prospectus supplement.


S-1
7 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a more
complete understanding of the notes, please refer to the section entitled "Description of Notes" in this prospectus supplement
and the indenture dated May 11, 2010, among AK Steel, AK Holding, and U.S. Bank National Association, as trustee (the
"Trustee"), and the second supplemental indenture to be dated as of the closing date (as supplemented, the "Indenture"),
relating to the notes.

Issuer
AK Steel Corporation

Notes offered
$300.0 million principal amount of 8.375% Senior Notes
due 2022.

Maturity
April 1, 2022.

Interest payment dates
April 1 and October 1 of each year, beginning on October 1,
2012.

Change of control
If a change of control repurchase event occurs, subject to
certain conditions, AK Steel must give holders of the notes
an opportunity to sell to AK Steel the notes at a purchase
price of 101% of the principal amount of the notes, plus
accrued and unpaid interest to the date of the purchase. See
"Description of Notes -- Change of Control."

Optional redemption
The notes will be redeemable at AK Steel's option at any
time before April 1, 2017 at a redemption price equal to the
principal amount of notes being redeemed plus a "make-
whole" premium plus accrued and unpaid interest to the
redemption date. The notes will be redeemable at AK
Steel's option, in whole or in part, at any time on and after
April 1, 2017 at the redemption prices described in this
prospectus supplement plus accrued and unpaid interest to
the redemption date, if any.

At any time prior to April 1, 2015, AK Steel may redeem up
to 35% of the principal amount of the notes with the
proceeds of offerings of AK Holding's shares of common
stock at a redemption price of 108.375% of the principal
amount of the notes, plus accrued and unpaid interest to the
redemption date, if any.

Guarantee
The payment of the principal, premium, if any, and interest
on the notes will be guaranteed on a senior unsecured basis
by AK Holding, the parent of AK Steel. None of AK Steel's
subsidiaries will initially guarantee the notes. See
"Description of Notes -- Guarantees."



S-2
8 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
Ranking
The notes will be AK Steel's senior unsecured obligations.
The notes will be equal in right of payment with all existing
and future unsubordinated unsecured indebtedness of AK
Steel and senior in right of payment to any subordinated
indebtedness AK Steel may incur. The notes will be
effectively subordinated to all of AK Steel's secured
indebtedness to the extent of the value of the collateral
securing that debt and to all of the liabilities of the
subsidiaries of AK Steel that do not guarantee the notes;
however, none of AK Steel's subsidiaries will initially
guarantee the notes. The guarantee of AK Holding will be
equal in right of payment with all existing and future
unsubordinated unsecured indebtedness of AK Holding and
senior in right of payment to all of its subordinated
indebtedness. The notes and the guarantee will be effectively
subordinated to any secured debt of AK Holding to the extent
of the value of the assets securing such debt. See
"Description of Notes -- Ranking."

Covenants
AK Steel will issue the notes under the Indenture which will,
among other things, limit AK Steel's ability and the ability of
its subsidiaries to:

· create liens on its and their assets;
· incur subsidiary debt;
· engage in sale/leaseback transactions; and
· engage in a consolidation, merger or sale of assets.

The Indenture will also restrict the activities of AK Holding.
These covenants are subject to important exceptions and
qualifications, which are described under the caption
"Description of Notes -- Certain Covenants."

Use of proceeds
We estimate that the net proceeds from the issuance and sale
of the notes will be approximately $293.0 million after
deducting the underwriters' discount and commissions and
estimated offering expenses payable by us. We intend to use
the net proceeds from this offering to repay borrowings
under AK Steel's asset-backed revolving credit facility. See
"Use of Proceeds" and "Capitalization."



S-3
9 of 87
3/21/2012 9:53 AM


424B2
http://www.sec.gov/Archives/edgar/data/918160/000119312512123733/...
Table of Contents
Conflicts of Interest
More than 5% of the net proceeds of the offering will be
received by each of Bank of America N.A., an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan
Securities LLC, Citibank, N.A., an affiliate of Citigroup
Global Markets Inc., Deutsche Bank Trust Company
Americas, an affiliate of Deutsche Bank Securities Inc.,
Wells Fargo Capital Finance, LLC, an affiliate of Wells
Fargo Securities, LLC, and affiliates of certain other
underwriters, as repayment of the borrowings we have
received from these lenders under our asset-backed
revolving credit facility. Because Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. and Wells Fargo Securities, LLC are participating
underwriters in this offering, a "conflict of interest" is
deemed to exist under the applicable provisions of Rule
5121 of the Financial Industry Regulatory Authority, Inc., or
FINRA. Accordingly, this offering will be made in
compliance with the applicable provisions of Rule 5121,
which require that a "qualified independent underwriter," as
defined by the FINRA rules, participate in the preparation of
the registration statement and the prospectus and exercise the
usual standards of due diligence in respect thereto. Morgan
Stanley & Co. LLC is serving in that capacity. We have
agreed to indemnify Morgan Stanley & Co. LLC against
certain liabilities incurred in connection with acting as
qualified independent underwriter for the offering, including
liabilities under the Securities Act. In addition, in
accordance with Rule 5121, none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., and Wells Fargo Securities, LLC, nor any other
underwriter that is deemed to have a "conflict of interest"
under the FINRA rules, will make sales to discretionary
accounts without the prior written consent of the customer.


S-4
10 of 87
3/21/2012 9:53 AM