8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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): May 29, 2013

NORANDA ALUMINUM HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34741	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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2013, Noranda Aluminum Acquisition Corporation (“AcquisitionCo”), a subsidiary of Noranda Aluminum Holding Corporation (the “Company”), entered into an Incremental Amendment No. 2 to Credit Agreement (the “Amendment”) among AcquisitionCo, Bank of America, N.A., as incremental term lender and Bank of America, N.A., as administrative agent, to its existing Senior Secured Term B Loan Facility.

The Amendment provides for an incremental borrowing of $50.0 million, increasing the aggregate principal amount currently outstanding under the current Senior Secured Term B Loan Facility to $481.5 million. Borrowings under the Amendment will be due and payable on February 28, 2019 and will have the same terms as borrowings under the existing Senior Secured Term B Loan Facility, the terms of which are more fully described in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2013, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit

NumberDescription

99.1    Press release, dated May 30, 2013

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:	May 31, 2013
By:	/s/ Robert B. Mahoney
	Robert B. Mahoney
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Noranda Announces $50 Million Incremental Term Loan Facility and $15 Million Incremental ABL Commitments

Franklin, Tennessee – May 30, 2013 – Noranda Aluminum Holding Corporation (“Noranda” or the “Company”) (NYSE: NOR) today announced that Noranda Aluminum Acquisition Corporation (“AcquisitionCo”), its wholly-owned subsidiary, has entered into an incremental term loan facility in the amount of $50 million under its existing term loan credit agreement (the “New Loans”). The New Loans will mature in 2019. AcquisitionCo will use the net proceeds from the New Loans for general corporate purposes.

Separately, the Company announced that AcquisitionCo has entered into an incremental asset-based revolving credit facility, consisting of $15 million in additional commitments on a “first-in, last-out” basis, under its existing asset-based revolving credit agreement (the “Incremental ABL”). No funds were drawn under the Incremental ABL at closing. Loans under the Incremental ABL will mature in 2017. AcquisitionCo will use the proceeds of any such loans for general corporate purposes.

“By opportunistically accessing credit markets through these transactions, we have further strengthened our financial flexibility and liquidity position,” said Layle K. (Kip) Smith, Noranda's President and Chief Executive Officer. “Pro forma for the incremental term loan facility and additional ABL commitments, our March 31, 2013 liquidity was $218 million, with no funded debt maturities until 2019. These transactions supplement ongoing operational actions to drive incremental efficiencies and cost savings as we manage our liquidity and preserve our financial flexibility in a challenging LME environment.”

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 public company traded on the New York Stock Exchange.

Forward‐Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause the Company’s actual results to differ materially from those expressed in forward-looking statements, including, without limitation: the cyclical nature of the aluminum industry and fluctuating commodity prices, which cause variability in earnings and cash flows; a downturn in general economic conditions, including changes in interest rates, as well as a downturn in the end-use markets for certain of the Company’s products; fluctuations in the relative cost of certain raw materials and energy compared to the price of primary aluminum and aluminum rolled products; the effects of competition in Noranda’s business lines; Noranda’s ability to retain customers, a substantial number of which do not have long-term contractual arrangements with the Company; the ability to fulfill the business’s substantial capital investment needs; labor relations (i.e. disruptions, strikes or work stoppages) and labor costs; unexpected issues arising in connection with Noranda’s operations outside of the United States; the ability to retain key management personnel; and Noranda’s expectations with respect to its acquisition activity, or difficulties encountered in connection with acquisitions, dispositions or similar transactions.

Forward-looking statements contain words such as “believes,” “expects,” “may,” “should,” “pursue,” “seeks,” “approximately,” “anticipates,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to Noranda’s strategy, plans or intentions. All statements Noranda makes relating to its future plans or to the Company’s expectations regarding future industry trends are forward-looking statements. 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. 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.

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 and its Quarterly Reports on Form 10-Q.

Contact Information

John A. Parker

Vice President of Communication and Investor Relations

(615) 771-5734

john.parker@noralinc.com

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