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 (Date of earliest event reported): April 9, 2010

METALS USA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-146181	20-3779274
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2400 E. Commercial Blvd., Suite 905

Fort Lauderdale, Florida 33308

(Address of principal executive offices) (Zip Code)

(954) 202-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 9, 2010, Metals USA Holdings Corp. announced the pricing of an initial public offering of shares of its common stock, par value $0.01 per share, at $21.00 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
99.1	Press release, issued April 9, 2010.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 9, 2010

METALS USA HOLDINGS CORP.
By:	/s/ William A. Smith II
	Name:	William A. Smith II
	Title:	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, issued April 9, 2010.

EX-99.1

Exhibit 99.1

PRESS RELEASE
Contacts:	Robert McPherson Sr. Vice President, CFO Metals USA Holdings Corp. 954-233-1104

FOR IMMEDIATE RELEASE

METALS USA HOLDINGS CORP. ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING

FORT LAUDERDALE, April 9, 2010 — Metals USA Holdings Corp. (NYSE: MUSA) announced today that on April 8, 2010, an initial public offering of 11,426,315 shares of its common stock was priced at $21.00 per share. The underwriters were granted a 30-day option to purchase up to 1,713,947 additional common shares on a pro rata basis from the selling stockholders at the initial public offering price. The shares will begin trading today on the New York Stock Exchange under the trading symbol “MUSA.” The offering is expected to close on April 14, 2010.

The offering of common stock may be made only by means of a prospectus. Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. are the bookrunning managers of the offering. A copy of the final prospectus relating to the offering, when available, may be obtained from Goldman, Sachs & Co., 200 West Street, New York, NY 10282; Credit Suisse Securities (USA) LLC, Attn: Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010, Phone: 1-800-221-1037; J.P. Morgan Securities Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204; or Morgan Stanley & Co. Incorporated, Attn: Prospectus Department, 180 Varick Street, New York, NY 10014 or prospectus@morganstanley.com.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About the Company

Metals USA is one of the largest metal service center businesses in North America and a leading provider of value-added metal processing and inventory management services. The information contained in this release is limited and the Company encourages interested parties to read the Company’s Registration Statement on Form S-1 (File No. 333-150999), which is filed with the Securities and Exchange Commission, for more complete information about the Company.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements.” In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of these terms and other comparable terminology. These statements are not historical facts but instead represent only the Company’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in our Registration Statement on Form S-1 (File No. 333-150999) under the caption “Risk Factors.”