EX-99.2 38 dex992.htm FORM OF LETTER TO BROKERS, DEALERS Form of Letter to Brokers, Dealers

Exhibit 99.3

NORANDA ALUMINUM ACQUISITION CORPORATION

NORANDA ALUMINUM HOLDING CORPORATION

OFFER TO EXCHANGE

$510,000,000 Principal Amount of Noranda Aluminum Acquisition Corporation’s Senior Floating

Rate Notes due 2015, which have been registered under the Securities Act of 1933, as amended, for

a Like Principal Amount of Noranda Aluminum Acquisition Corporation’s outstanding

Senior Floating Rate Notes due 2015

$220,000,000 Principal Amount of Noranda Aluminum Holding Corporation’s Senior Floating Rate

Notes due 2014, which have been registered under the Securities Act of 1933, as amended, for a

Like Principal Amount of Noranda Aluminum Holding Corporation’s outstanding

Senior Floating Rate Notes due 2014

pursuant to the Prospectus dated                 , 2008

 

 

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Noranda Aluminum Holding Corporation, a Delaware corporation (“Noranda HoldCo”), and Noranda Aluminum Acquisition Corporation, a Delaware corporation (“Noranda AcquisitionCo,” and together with Noranda HoldCo, the “Issuers”), are offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus dated                 , 2008 (the “Prospectus”) and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $510,000,000 aggregate principal amount of Noranda AcquisitionCo’s Senior Floating Rate Notes due 2015 and $220,000,000 aggregate principal amount of Noranda HoldCo’s Senior Floating Rate Notes due 2014 (collectively, the “Exchange Notes”) registered under the Securities Act of 1933, as amended, for Noranda AcquisitionCo’s outstanding unregistered Senior Floating Rate Notes due 2015 and Noranda HoldCo’s outstanding unregistered Senior Floating Rate Notes due 2014, which have certain transfer restrictions (collectively, the “Old Notes”). The Exchange Offer is intended to satisfy certain obligations of the Issuers contained in the Registration Rights Agreements pertaining to each class of notes dated May 18, 2007 and June 7, 2007, between the applicable Issuer and the initial purchasers named therein.

We are requesting that you contact your clients for whom you hold the Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold the Old Notes registered in your name or in the name of your nominee, or who hold the Old Notes registered in their own names, we are enclosing the following documents:

 

  1. The Prospectus;

 

  2. The Letter of Transmittal for your use, for the use of your clients who have either arranged to have the Old Notes registered in their name or obtained a properly completed bond power, and for the information of your other clients;

 

  3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for the Old Notes are not immediately available or time will not permit all required documents to reach Wells Fargo Bank, National Association (the “Exchange Agent”) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and

 

  4. A form of letter which may be sent to your clients for whose account you hold the Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 11:59 p.m., New York City time, on                     , 2008, unless extended (such date and time, as it may be extended, (the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 11:59 p.m., New York City time, on the Expiration Date.


To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent, and certificates representing the Old Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of the Old Notes wish to tender, but it is impracticable for them to forward their certificates for the Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Noranda Aluminum Holding Corporation

Noranda Aluminum Acquisition Corporation

 

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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