-----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, DjLNjAR4/MtzgBtC7eNm+Vjh0gnrv1RR8BoTcIb6you8Ve7TdGpXuC9wPZie10ct RY6PvDKI583hLp7Co9b+jg== 0001157523-10-003157.txt : 20100514 0001157523-10-003157.hdr.sgml : 20100514 20100514060228 ACCESSION NUMBER: 0001157523-10-003157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100514 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100514 DATE AS OF CHANGE: 20100514 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: 001-34741 FILM NUMBER: 10830591 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5760 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 a6291259.htm NORANDA ALUMINUM HOLDING CORPORATION 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): May 14, 2010

NORANDA ALUMINUM HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  333-148977

(Commission

File Number)

  20-8908550

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

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


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 May 14, 2010, Noranda Aluminum Holding Corporation announced the pricing of an initial public offering of shares of its common stock, par value $0.01 per share, at $8.00 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 May 14, 2010.



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.



Dated:

May 14, 2010

 

 

Noranda Aluminum Holding Corporation

 
 

 

 

By:

/s/ Robert B. Mahoney

Name: Robert B. Mahoney

Title: Chief Financial Officer


EXHIBIT INDEX

Exhibit

No.

  Description
99.1 Press release, issued May 14, 2010.

EX-99.1 2 a6291259ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Noranda Aluminum Holding Corporation Announces Pricing of Initial Public Offering

FRANKLIN, Tenn.--(BUSINESS WIRE)--May 14, 2010--Noranda Aluminum Holding Corporation (NYSE: NOR) announced today the pricing of its initial public offering of 10,000,000 shares of its common stock at $8.00 per share. The underwriters were granted a 30-day option to purchase up to 1,500,000 additional common shares from Noranda at the initial public offering price. The shares will begin trading today on the New York Stock Exchange under the trading symbol “NOR.” The offering is expected to close on May 19, 2010.

BofA Merrill Lynch, Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and UBS Securities LLC acted as the joint book-running managers of the offering.

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. The offering of common stock may be made only by means of a prospectus. A copy of the final prospectus relating to the offering, when available, may be obtained from BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Preliminary Prospectus Department, or by calling 866-500-5408; Morgan Stanley & Co. Incorporated, Attn: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014 or by emailing a request to prospectus@morganstanley.com or by calling 866-718-1649; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, or by calling 800-221-1037; Goldman, Sachs & Co., by calling 866-471-2526; or UBS Securities LLC, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, or by calling 888-827-7275.

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

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 controlled by affiliates of Apollo Management, L.P.

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. 333-150760) under the caption “Risk Factors.”

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

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