EX-25.1 13 exhibit251statementofeligi.htm STMT OF ELIGIBILITY Exhibit 25.1 Statement of Eligibility of Trustee on Form T-1 for US Bank National Associatiion
                    

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota

55402
(Address of principal executive offices)
(Zip Code)
                        
K. Wendy Kumar
U.S. Bank National Association
100 Wall Street – Suite 1600
New York, NY 10005
(212) 951-8561
(Name, address and telephone number of agent for service)
                                                       
Noranda Aluminum Acquisition Corporation
(Issuer with respect to the Securities)
Delaware
20-8908458
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 

801 Crescent Drive, Suite 1600
Franklin, Tennessee
37067
(Address of Principal Executive Offices)
(Zip Code)
    
11% Senior Notes due 2019
(Title of the Indenture Securities)










                    





And Guarantees
GUARANTORS

Exact Name of Registrant as Specified in its Charter
State or Other Jurisdiction of Incorporation or Organization
I.R.S. Employer Identification No.
Noranda Aluminum Holding Corporation
Delaware
20-8908550
Noranda Intermediate Holding Corporation
Delaware
36-1453238
Noranda Aluminum, Inc.
Delaware
36-2665285
Norandal USA, Inc.
Delaware
31-0946477
Gramercy Alumina Holdings Inc.
Delaware
20-0991941
Gramercy Alumina Holdings II, Inc.
Delaware
27-0652806
Noranda Alumina LLC
Delaware
20-1014769




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FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)
Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.
Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None

Items 3-15
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
    
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.    A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.    A copy of the existing bylaws of the Trustee.**
 
5.    A copy of each Indenture referred to in Item 4. Not applicable.

6.    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.    Report of Condition of the Trustee as of June 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
        

    
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.


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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 9th of January 2014.


By:    /s/K. Wendy Kumar________
K. Wendy Kumar    Vice President

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Exhibit 2

5

                    

Exhibit 3


6

                    

Exhibit 6

CONSENT


In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: January 9, 2014



By:    /s/K. Wendy Kumar________
K. Wendy Kumar
Vice President


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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2013

($000’s)



 
9/30/2013
Assets
 
Cash and Balances Due From
11,611,724

Depository Institutions
 
Securities
75,731,096

Federal Funds
109,251

Loans & Lease Financing Receivables
229,278,111

Fixed Assets
4,752,165

Intangible Assets
13,284,803

Other Assets
21,823,306

Total Assets
356,590,456

 
 
Liabilities
 
Deposits
269,648,386

Fed Funds
2,649,382

Treasury Demand Notes

Trading Liabilities
377,760

Other Borrowed Money
27,410,355

Acceptances

Subordinated Notes and Debentures
4,836,320

Other Liabilities
11,663,931

Total Liabilities
316,586,134

 
 
Equity
 
Common and Preferred Stock
18,200

Surplus
14,231,285

Undivided Profits
24,168,331

Minority Interest in Subsidiaries
1,586,506

Total Equity Capital
40,004,322

 
 
Total Liabilities and Equity Capital
356,590,456

 
 


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