-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOWZZc+iLUoJpJUVvA6LJTKCTRgI/kn5sYz8pT1l1z6cnoP/nH5PoZxTABrupKz2 DC8yBzul2eWYDmZGC78V+g== 0001157523-09-006289.txt : 20090901 0001157523-09-006289.hdr.sgml : 20090901 20090901070016 ACCESSION NUMBER: 0001157523-09-006289 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090831 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noranda Aluminum Holding CORP CENTRAL INDEX KEY: 0001422105 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 208908550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148977 FILM NUMBER: 091047324 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5711 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 a6039769.htm NORANDA ALUMINUM HOLDING CORPORATION 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported event): August 31, 2009

NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware

333-148977

20-8908550

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

801 Crescent Centre Drive, Suite 600, Franklin, Tennessee  37067

(Address of Principal Executive Offices)(Zip Code)


Registrant’s telephone number, including area code: (615) 771-5700

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 September 1, 2009, Noranda Aluminum Holding Corporation (“Noranda”) issued a press release announcing that it had become the sole owner of Gramercy Alumina LLC and St. Ann Bauxite Limited pursuant to a Stock Purchase Agreement dated as of August 3, 2009 among certain subsidiaries of Noranda, Century Aluminum Company and certain affiliates.

A copy of the press release is being filed as Exhibit 99.1 hereto and is incorporated by reference in its entirety.


Item 9.01     Financial Statements and Exhibits.

Exhibit

Number

 

Description

 
99.1

Press release dated September 1, 2009


SIGNATURES

Pursuant to the requirements 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.

 

NORANDA ALUMINUM

 

HOLDING CORPORATION

 
 
Date:

September 1, 2009

By:

/s/ Robert B. Mahoney

Chief Financial Officer

 

EX-99.1 2 a6039769ex991.htm EXHIBIT 99.1

Exhibit 99.1

Noranda Completes Gramercy and St. Ann Transactions

FRANKLIN, Tenn.--(BUSINESS WIRE)--September 1, 2009--Today Noranda Aluminum Holding Corporation (“Noranda,” or the “Company) announced that on August 31, 2009, it became the sole owner of Gramercy Alumina LLC (“Gramercy”) and St. Ann Bauxite Limited (“St. Ann”), upon the completion of a previously-disclosed agreement with Century Aluminum Company (together with its subsidiaries, “Century”). Gramercy and St. Ann were each formerly owned 50% by Century. In the transaction Noranda, Gramercy and St. Ann released Century from certain obligations. Separately, Century entered into an agreement to purchase alumina produced at Gramercy through the remainder of 2009.

Gramercy supplies substantially all of the alumina used at Noranda’s New Madrid smelter. St. Ann supplies substantially all of Gramercy’s bauxite requirements.

Forward-looking Statements

This press release contains “forward-looking statements” which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to Noranda’s strategy, plans or intentions. All statements Noranda makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to the Company’s expectations regarding future industry trends are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. Noranda undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Noranda's actual results or performance may differ materially from those suggested, expressed or implied by forward-looking statements due to a wide range of factors including, without limitation, the general business environment, fluctuating commodity prices and the Company’s ability to return its New Madrid smelter to full capacity. For a discussion of additional risks and uncertainties that may affect the future results of Noranda, please see the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K.

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. Noranda is a private company owned by affiliates of Apollo Management, L.P.

CONTACT:
Noranda Aluminum Holding Corporation
Robert Mahoney, 615-771-5752
Chief Financial Officer
Robert.Mahoney@noralinc.com
www.norandaaluminum.com

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