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REAL INDUSTRY IS A PUBLIC COMPANY SEEKING TO CREATE A SUSTAINABLY PROFITABLE ENTERPRISE BY ALLOCATING CAPITAL TO IMPROVE THE VALUE OF EXISTING BUSINESSES AND EXECUTING ACCRETIVE ACQUISITIONS WITH A DISCIPLINED APPROACH TO VALUE AND STRUCTURE.

 

Our management and staff are seasoned professionals with extensive experience in acquiring, building, and managing successful businesses. Our expertise crosses numerous industries in both the public and private sectors. An involved Board of Directors provides meaningful oversight and guidance for the businesses.

Real Industry owns substantial federal net operating loss tax carry forwards. Our platform is unique and offers structural advantages to the companies under management. We also can offer considerations that are not available from many of our competitors.

Michael Hobey , , , President, Interim Chief Executive Officer and Chief Financial Officer

Michael Hobey was named President and Interim Chief Executive Officer at Real Industry in November 2017, and he will continue to serve as Chief Financial Officer at the Company. Mr. Hobey will also serve as Chief Financial Officer at Real Alloy. Mr. Hobey was named Chief Financial Officer of Real Industry in September 2016. Prior to that, he served as Chief Financial Officer of Real Alloy and, prior to its acquisition by Real Industry in February 2015, Mr. Hobey served as the CFO of the Global Recycling & Specification Alloys business unit of Aleris. Mr. Hobey joined Aleris in June 2006 as Vice President, Corporate Development and was named Vice President and Treasurer in July 2009. Before joining Aleris, he served as Vice President in the Investment Banking Division at Citigroup Global Markets, and held various positions with McDonnell Douglas and Boeing immediately following college. Mr. Hobey holds a Bachelor of Science degree in Mechanical Engineering from Brown University and a Master of Business Administration degree from the Sloan School of Management at the Massachusetts Institute of Technology.

Kyle Ross , , , Chief Investment Officer

Kyle Ross is Chief Investment Officer at Real Industry. Prior, Mr. Ross was Chief Executive Officer. Prior to that, he had served as the Company’s Chief Financial Officer since March 2011. Mr. Ross was part of the management team that sponsored the Company’s predecessor entity, Fremont General Corporation’s (“Fremont”) reorganization process in bankruptcy and joined the Company as an Executive Vice President in June 2010. Prior to participating in the Fremont bankruptcy, Mr. Ross was a cofounder of Signature Capital Partners, LLC, a special situations investment firm formed in 2004. Mr. Ross was directly involved in all of Signature Capital’s investment activities, including structuring, underwriting, overseeing portfolio companies, and managing the exit of investments. Mr. Ross began his career with the investment banking firm Murphy Noell Capital where he was directly involved in more than 20 transactions, including both healthy and distressed mergers and acquisitions, capital raises, and debt restructurings. He was also responsible for managing the firm’s analyst and associate staff. Mr. Ross holds a Bachelor of Science degree and a Bachelor of Arts degree from the Haas School of Business and the College of Letters and Science, respectively, at the University of California, Berkeley.

Kelly Howard , , , Executive Vice President, General Counsel

Kelly Howard has a longstanding relationship with Real Industry starting in Spring 2013. Further, she worked on the capital raising and acquisition efforts in support of the Real Alloy acquisition in 2014 and 2015. Prior to joining Real Industry, Ms. Howard, age 39, served as a Partner for five years in the Corporate Group of the law firm of Crowell & Moring, llP, where she counseled public and private companies, hedge funds, private equity firms, individual investors, corporate executives and entrepreneurs on matters of securities, mergers and acquisitions, capital raising, and general corporate law. also while at Crowell & Moring, Ms. Howard served as a Counsel from January 2008 to December 2011, and as an associate from august 2005 through December 2007. Prior to joining Crowell & Moring, Ms. Howard was an associate practicing corporate, securities and intellectual property law at Miles & stockbridge, P.C. Ms. Howard earned her Juris Doctorate degree from the University of Virginia school of law in 2002, and her Bachelor of science degree in Biology with a Minor in Chemistry from the University of North Carolina at Chapel Hill in 1999.

Real Industry, Inc. is seeking to invest its capital in large, well-managed and consistently profitable businesses concentrated primarily in the United States industrial and commercial marketplace.

 

General Investment Criteria

  • Business consistently producing pre-tax income of $10–$50 million
  • Business with a sustainable competitive advantage
  • Proven management teams with the ability to operate with relative autonomy
  • Industry agnostic

Structure

  • Real Industry must own 80.1% or more of a business
  • Flexible approach with seller on deal consideration 

Target Situations

  • High-margin businesses with low ongoing capital expenditure needs
  • Businesses with modest to low growth; consistency is more important
  • Industries or sectors where Real Industry can serve as a platform for growth via additional acquisitions/consolidation
  • Legacy private equity or hedge fund holding seeking an exit
  • Family businesses
  • Companies with limited or declining tax deductions
  • Carve-outs of non-core divisions of larger enterprises

Real Industry has substantial Federal NOLs that were predominately amassed from the legacy business of Fremont General and do not begin to expire until 2027. These NOLs may provide benefits to the Company as well as to the businesses that are acquired. Management is focused on ensuring the NOLs are preserved and available in future periods.

 

General characteristics

  • Real Industry has no Section 382 limitation on annual usage of its Federal NOLs
  • There are no restrictions with regard to line of business
  • Real Industry has bylaws in place that prohibit stockholders from accumulating more than a 5% interest, without Company approval
  • The Company may use rights offerings to raise capital from existing stockholders to minimize any potential ownership shift issues

When selecting a firm to sell a company to or partner with, the right fit is important. Pricing is a key element in the decision process but other factors must be considered. Real Industry offers many unique and positive attributes that improve the probability that the transaction will close as scheduled with positive long-term benefits.

 

Real Industry offers:

  • Permanent capital
  • Ability to close quickly
  • Our structure can help propel a good management team/company to industry leadership
  • Our investment horizon is long term
  • Holding company structure allows operating management autonomy
  • Public vehicle provides access to capital/liquidity for sellers and management teams
  • Stockholder aligned Board of Directors focused on stock price appreciation

Real Industry has strong corporate governance guidelines, including those set forth in the Company's Committee Charters and Code of Ethics for Senior Financial Officers. More detailed information about these documents and the Company's Code of Conduct can be viewed by clicking on the Governance Documents on the navigation section on the top of this page.

Real Industry’s hotline for treatment of employees and contractor complaints regarding accounting and auditing matters and financial concern provides individuals with a mechanism by which concerns over financial accounting or audit matters can be reported in a confidential and anonymous manner and adequately addressed. This hotline can be reached by telephone at 844-287-9976.

 

Director Independence

Real Industry's Board of Directors is comprised of a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company, and conforms to the independence requirements in the New York Stock Exchange's listed company rules. In making an independence determination, the Board will consider all relevant facts and circumstances. The Board has determined that directors Bynoe, Deconinck, Hall, Lamb, and McIntosh satisfy the applicable Securities and Exchange Commission independence requirements.

With the exception of the Operations Committee, all committees are composed exclusively of independent directors.  The Audit Committee must also satisfy an additional Securities and Exchange Commission independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from Real Industry or any of its subsidiaries other than their directors' compensation, or otherwise be an "affiliated person" of the Company. The Board has determined that all members of the Audit Committee satisfy the applicable Securities and Exchange Commission independence requirements.

 

Contact the Board

Stockholders and other interested parties may communicate with the Board of Directors or Board committee members by writing to the following address:

Board of Directors
c/o Corporate Secretary
Real Industry, Inc.
17 State Street, Suite 3811
New York, NY 10004

Please specify to whom your correspondence should be directed. The Corporate Secretary will promptly forward all correspondence, except for junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or potentially offensive or otherwise inappropriate material. Real Industry's Corporate Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.

William Hall , , , Chairman of the Board

Mr. Hall serves as Chairman of the Board and was elected as a director in 2015. He currently serves as Chairman of the Nominating and Governance Committee and a member of the Operations Committee. Mr. Hall became our Chairman of the Board in August 2016. Mr. Hall has served as the General Partner of Procyon Advisors LLP, a Chicago-based private equity firm providing consulting and growth capital for healthcare services companies, since 2006 following the sale of Procyon Technologies, Inc. (“Procyon Technologies”). Mr. Hall has over thirty years of senior operating executive experience at Procyon Technologies (aerospace actuation components), Eagle Industries (capital goods), Fruit of the Loom (consumer goods) (NYSE: FOL), Cummins Inc. (industrial power equipment) (NYSE:CMI), and Falcon Building Products, Inc. (specialty building products) (NYSE: FBP) where Mr. Hall, as Chief Executive Officer, completed an initial public offering and later completed a leveraged buyout to take the company private.

Mr. Hall is currently a member of the board of directors of Stericycle, Inc. (NASDAQ: SRCL) and serves as the chairman of its Compensation Committee and formerly served as a member of its Audit Committee. From 2002 to April 2016, Mr. Hall served as a member of the board of directors of W. W. Grainger, Inc. (NYSE: GWW), serving, most recently, on both its Audit Committee as a financial expert, and its Governance Committee. Mr. Hall has previously served as a member of the board of directors of Actuant Corporation (NYSE: ATU), serving on both its Audit and Governance Committees.

Mr. Hall volunteers as an Adjunct Professor of graduate and undergraduate courses in entrepreneurial leadership of the College of Engineering and the Ross School of Business at the University of Michigan. Mr. Hall also serves as a member of the Executive Committee at the Rush University Medical Center in Chicago and as an advisory board member at the Depression Center, the Zell Lurie Institute and the Center for Entrepreneurial Leadership at the University of Michigan. During the 1970s, Mr. Hall served as a professor at the University of Michigan, the European Institute of Business Administration and the Harvard Business School. Mr. Hall holds degrees in aeronautical engineering (B.S.E.), mathematical statistics (M.S.) and business administration (M.B.A. and Ph.D.), all from the University of Michigan.

Peter Bynoe , , , Director

Mr. Bynoe has served as a director of Real Industry since July 2013, and currently serves as Chairman of the Compensation Committee and as a member of the Nominating and Governance Committee. Mr. Bynoe is currently a Managing Director of Equity Group Investments, a private equity firm based in Chicago, Illinois, where he has served since October 2014. From September 2013 to October 2014, Mr. Bynoe served as the Chief Executive Officer of Rewards Network, Inc., a provider of credit card loyalty and rewards programs. Prior to Rewards Network, Mr. Bynoe served, from January 2009 to August 2013, as a partner and Chief Operating Officer of Loop Capital LLC, a full-service investment banking firm based in Chicago. He joined Loop Capital as a Managing Director in February 2008. As Chief Operating Officer, Mr. Bynoe oversaw the firm’s mergers and acquisitions practice in the utility and power sector.

From March 1995 until December 2007, Mr. Bynoe was a senior Partner at DLA Piper US LLP and served on its Executive Committee. Mr. Bynoe also served from January 2009 to December 2016 as a Senior Counsel in the Chicago office of the international law firm DLA Piper US LLP. Mr. Bynoe has also been a principal of Telemat Ltd., a consulting and project management firm, since 1982. Since 2004, Mr. Bynoe has been a director of Covanta Holding Corporation (“Covanta”) (NYSE: CVA), an internationally recognized owner of energy-from-waste and power generation projects, and he presently serves on Covanta’s Nominating and Governance Committee and as chairman of its Compensation Committee. Since 2007, Mr. Bynoe has been a director of Frontier Communications Corporation (formerly known as Citizens Communication Corporation) (NASDAQ: FTR), a telephone, television and internet service provider, where he serves as the chairman of its Nominating and Governance Committee and as a member of its Compensation Committee, and he was formerly a director of Rewards Network Inc. from 2003 to May 2008. Mr. Bynoe served as the Executive Director of the Illinois Sports Facilities Authority, a joint venture of the City of Chicago and State of Illinois created to develop the new Comiskey Park for the Chicago White Sox and was Managing General Partner of the National Basketball Association’s Denver Nuggets. Mr. Bynoe also served as a consultant to the Atlanta Fulton County Recreation Authority and the Atlanta Committee to Organize the Olympic Games in preparation for the 1996 Summer Olympic Games.

Mr. Bynoe holds Juris Doctor, Master of Business Administration and Bachelor of Arts degrees from Harvard University and is a member of the Illinois Bar and a registered real estate broker.

Patrick Deconinck , , , Director

Mr. Deconinck has served as a director of Real Industry since May 2015, and currently serves as Chairman of the Operations Committee and as a member of the Compensation Committee. Mr. Deconinck retired from the 3M Company (“3M”) in February 2015, after 38 years of service. Most recently, he served as 3M’s Senior Vice President-West Europe from 2011 to February 2015, with overall responsibility for 3M’s West Europe business. 3M’s West Europe business accounted for approximately 20% of 3M’s total revenues and Mr. Deconinck oversaw approximately 16,000 employees in 16 countries. During this period, Mr. Deconinck orchestrated the restructuring of 3M’s European supply chain organization. From 2005 to 2011, Mr. Deconinck was Vice President and General Manager of 3M’s Industrial Adhesives & Tapes Division where he provided global leadership for 3M’s largest operating unit. Mr. Deconinck holds an Acceptance degree in Applied Sciences from Catholic University of Leuven (Belgium) and is fluent in English, Flemish, French and German.

Patrick Lamb , , , Director

Mr. Lamb has served as a director of Real Industry since April 2011, and currently serves as Chairman of the Audit Committee, and a member of both the Nominating and Governance Committee and the Operations Committee. Mr. Lamb has over twenty-five years of chief financial officer experience in various public, public subsidiary and private entities, specifically in the financial services industry, including banking, commercial finance, commercial and residential real estate, debt and equity capital markets, and insurance. He also has experience in mergers, divestitures and acquisitions, financing and securitization structures and public accounting, as well as marketing and information technology. Most recently, Mr. Lamb served as the Chief Financial Officer for the Los Angeles Clippers of the National Basketball Association from July 2007 until January 2015. From 2004 to July 2007, Mr. Lamb served as the Senior Vice President, Treasurer, Chief Financial Officer and Chief Accounting Officer of Fremont General Corporation (“Fremont”). Prior to that, Mr. Lamb served as Vice President-Finance for Fremont and as the Chief Financial Officer of Fremont Financial Corporation, a subsidiary of Fremont. Before joining Fremont, Mr. Lamb worked at Ernst & Whinney (now Ernst & Young), serving primarily the financial services industries in various audit and consulting engagements.

Mr. Lamb holds Bachelor of Science and Master in Accountancy degrees from the Marriott School of Management at Brigham Young University. Mr. Lamb also serves on two advisory boards for the Marriott School of Management at Brigham Young University and is also involved in various community and educational organizations.

Joseph McIntosh , , , Director

Mr. McIntosh has served as a director of Real Industry since May 2017 and currently serves as a member of both the Audit Committee and the Compensation Committee. Mr. McIntosh has served as a Managing Director with Equity Group Investments since January 2017, where he focuses on sourcing, evaluating and executing new investments, as well as monitoring and advising on existing investments. Prior to joining EGI, Mr. McIntosh served as Vice Chairman of Consumer and Retail Investment Banking Coverage and Managing Director in the Investment Banking Division of Deutsche Bank Securities since September 2014. Mr. McIntosh was a Managing Director in the Corporate and Investment Banking division of Bank of America from 2009 to September 2014, which he joined in 2009 as a result of Bank of America’s acquisition of Merrill Lynch, where he worked since 1997. Over the years, Mr. McIntosh has advised on a number of M&A and financing transactions for numerous Fortune 500 companies.

Mr. McIntosh received his Juris Doctorate from Northwestern University School of Law and a Bachelor of Business Administration degree in Accounting from the University of Iowa.

Investor Relations

Stock Information

 

Stock Quote

Price 0.57

Change +0.05

% Change +8.98%

Volume 3,370,396

Intraday

High 0.63

Low 0.53

1 Year

High 6.70

Low 0.23

Nov 21, 2017 03:59 PM Pricing delayed 20 minutes

Stock Quote: NASD

Stock Chart

Historical Stock Quote

Sec Filings

 
Date FiledFilingReportedDescriptionDownload
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    Restructuring FAQs

     

    Why has Real Industry filed for Chapter 11?

    • We are a holding company and our sole operating subsidiary is Real Alloy.  Real Alloy and its U.S. subsidiaries filed for Chapter 11 today and as a result, Real Industry no longer has the liquidity necessary to sustain its day to day operations and implement its long-term strategy.
    • After careful deliberation with our advisors, the Board of Directors and the management team determined it was in the best interest of shareholders to initiate Chapter 11 proceedings in order to best position the Company to preserve the value of the NOLs which are assets of the holding company.

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    What value will Real Industry have in the future? Is it now worthless?

    • At this time, Real Industry cannot comment directly on the impact of Chapter 11 filings on the value of the Company’s securities. Our plan is to construct a plan of reorganization focused on preserving the value of the NOLs and emerging from Chapter 11 appropriately capitalized and with the NOLs intact.

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    Will you hold quarterly earnings reports and host investor conference calls?

    • As part of the reorganization process, we will be required to periodically disclose certain financial results.
    • We will not issue earnings press releases or hold quarterly conference calls during the reorganization proceedings.
    • At this time, we plan to continue to file quarterly and annual reports with the Securities and Exchange Commission.

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    Will Real Industry’s common stock stop publicly trading now that it has filed for Chapter 11 protection?

    • Real Industry expects its stock will be delisted by NASDAQ shortly following the filing. We expect our stock will trade on the Pink Sheets or via another over-the-counter method.

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    How long will you be in Chapter 11?

    • While there are many factors that are out of our control, it is our intent to move through this court-supervised process as quickly and efficiently as possible.

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    Are there any changes to the Real Industry management team?

    • Mr. Michael Hobey has been named President and Interim Chief Executive Officer at Real Industry, and he will continue to serve as Chief Financial Officer at the Company. Mr. Hobey will also serve as Chief Financial Officer at Real Alloy.
    • Mr. Kyle Ross will continue to serve as Chief Investment Officer at Real Industry. Mr. Ross has resigned from the Real Industry Board of Directors.

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    Why has Real Alloy filed for Chapter 11?

    • Real Alloy Holding, Inc. and its U.S. subsidiaries filed for Chapter 11.  Real Alloy’s European operations (“RAEU”), and Real Alloy’s Mexican, Canadian and Goodyear, Ariz. joint venture operations were not included in the filing.
    • Real Alloy’s operations in the United States have been affected by severely tightened liquidity during the past year, due in part to recently constrained trade credit terms, which hindered Real Alloy’s ability to timely refinance its $305 million 10% senior secured notes due January 2019 (“Senior Secured Notes”) or to expand borrowing capacity under its asset-based lending facility. An extensive review by the Real Industry Board of Directors, Real Alloy Board, management, and advisors determined it would be in the best interest of all Real Alloy stakeholders to initiate the Chapter 11 proceedings.
    • More information on Real Alloy’s Chapter 11 proceedings can be found at https://cases.primeclerk.com/realindustry.

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    How will the Chapter 11 filing affect the value of Real Alloy bonds?

    • It is not possible to predict what value, if any, Real Alloy bonds may ultimately have.

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    Are there any changes to the Real Alloy management team?

    • Mr. Terry Hogan will continue to lead Real Alloy as President, and he has been elected to the Real Alloy Board of Directors.

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    How can I obtain more information?

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    Q2 2017 Earnings Call
    August 9, 2017

    Speakers:

    • Kyle Ross , President, Chief Executive Officer and Chief Investment Officer of Real Industry
    • Michael Hobey , Executive Vice President and Chief Financial Officer of Real Industry Terry Hogan , President of Real Alloy
    • Terry Hogan , President of Real Alloy
    Dial-in Numbers
    (877) 407-9163 (Toll-free U.S. & Canada)
    (412) 902-0043 (International)
    Q1 2017 Earnings Call
    May 11, 2017

    Speakers:

    • Kyle Ross , President, Chief Executive Officer and Chief Investment Officer of Real Industry
    • Michael Hobey , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Dial-in Numbers
    (877) 407-9163 (Toll-free U.S. & Canada)
    (412) 902-0043 (International)
    Q4-YE 2016 EARNINGS CALL
    March 14, 2017

    Speakers:

    • Kyle Ross , President, Interim Chief Executive Officer and Chief Investment Officer of Real Industry
    • Michael Hobey , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Q3 2016 Earnings Call
    November 10, 2016

    Speakers:

    • Kyle Ross , President, Interim Chief Executive Officer and Chief Investment Officer of Real Industry
    • Michael Hobey , Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy

    Corporate Overview - November 2016

    Leadership Change
    August 22, 2016

    Speakers:

    • Kyle Ross , President & Interim CEO
    • William Hall , Chairman of the Board
    • Terry Hogan , President - Real Alloy
    • John Miller , EVP - Operations

    Q2 2016 Earnings Call
    August 10, 2016

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Q1 2016 Earnings Call
    May 11, 2016

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Q4-YE 2015 Earnings Call
    March 15, 2016

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Q3 2015 Earnings Call
    November 9, 2015

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Q2 2015 Earnings Call
    August 17, 2015

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Dial-in Numbers
    (877) 407-9163 (Toll-free U.S. & Canada)
    (412) 902-0043 (International)
    Annual Shareholder Meeting
    May 28, 2015
    No items found for this year.

    You may email your questions or comments to

    investor.relations@realindustryinc.com

     

    You may call us at:

    (805) 435-1255

     

    If you would like to write us, our address is:



    Real Industry, Inc.
    c/o Investor Relations Department
    17 State Street, Suite 3811
    New York, NY 10004
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    • Real Industry, Inc.
    • 17 State Street, Suite 3811
    • New York, NY 10004
    • Main Number - 805 409-4340
    • Investor Relations Number - 805 435-1255