0001422105-15-000147.txt : 20150611 0001422105-15-000147.hdr.sgml : 20150611 20150611085935 ACCESSION NUMBER: 0001422105-15-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150609 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150611 DATE AS OF CHANGE: 20150611 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: 15924917 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5700 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 a8-kforgojinterimagreement.htm 8-K 8-K for GOJ Interim Agreement


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): June 9, 2015
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 7.01.    Regulation FD Disclosure.

On June 9, 2015, Noranda Bauxite Limited ("NBL"), a wholly-owned subsidiary of Noranda Aluminum Holding Corporation (“Noranda”), entered into an interim agreement with the Government of Jamaica (the “GOJ”) related to a dispute regarding production levies. The interim agreement addresses payments of production levies pending the conclusion of arbitration related to those levies, and will be in effect until the earlier of December 31, 2015 or the date on which an arbitration award is delivered.
Under the terms of the interim agreement, the GOJ has agreed to stay or discontinue its May 28, 2015 application for an interim injunction restraining NBL’s export of bauxite from Jamaica. NBL has agreed to provide interim levies to the GOJ in the form of cash and irrevocable letters of credit. NBL and the GOJ have agreed that amounts provided under the interim agreement will be without prejudice to any and all rights of either party to contend that no levy is payable or that another levy rate applies.
Additional details regarding the interim agreement were provided in a press release, a copy of which is furnished as Exhibit 99.1 to this report.
The interim agreement, which will be in effect until the earlier of December 31, 2015 or the date on which an arbitration award is delivered, could increase Noranda's 2015 levy cost up to an additional approximately $12 million, of which an incremental approximately $3 million will be recognized in the second quarter of 2015 related to first quarter shipments. However, NBL's production levy obligations ultimately will be determined in the pending arbitration, which may result in production levy rates that differ from those set forth in the interim agreement.
The information furnished pursuant to Item 7.01 and 9.01 of this Current Report on Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly set forth in such filing.
Safe Harbor Statement / Forward Looking Statements
Certain statements in this report, including statements regarding Noranda’s expectation with respect to the outcome of the arbitration and its expectation that the interim agreement will not have a negative long-term impact on the cost structure of its bauxite mining operations, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those addressed in the forward-looking statements, including, without limitation, the risk that the determination of the arbitration panel will be adverse to Noranda. These forward-looking statements are based on current information that may change and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances occurring after the date of this report.

Item 9.01.    Financial Statements and Exhibits

Exhibit

Number    Description
99.1    Press release, dated June 10, 2015




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:
June 10, 2015
 
 
By:
/s/ Gail E. Lehman
 
Gail E. Lehman
 
Chief Administrative Officer, General Counsel and Corporate Secretary





EXHIBIT INDEX

Exhibit
Number    Description

99.1    Press release, dated June 10, 2015





 EX-99.1 2 pressreleasegojinterimagre.htm EXHIBIT 99.1 PressReleaseGOJInterimAgreementreLevyDispute
Exhibit 99.1

Noranda and Government of Jamaica Reach Interim Agreement;
GOJ Agrees to Discontinue Injunction Proceedings
Franklin, Tennessee—June 10, 2015—Noranda Aluminum Holding Corporation (NYSE: NOR) (“Noranda”) announced today that its wholly-owned subsidiary Noranda Bauxite Limited (“NBL”) has reached an interim agreement with the Government of Jamaica (the “GOJ”) relating to a dispute regarding production levies. The interim agreement addresses payments of production levies pending the conclusion of arbitration related to those levies, and will be in effect until the earlier of December 31, 2015 or the date on which an arbitration award is delivered.
Under the terms of the interim agreement, the GOJ has agreed to stay or discontinue its May 28, 2015 application for an interim injunction restraining NBL’s export of bauxite from Jamaica. NBL has agreed to provide interim levies to the GOJ in the form of cash and irrevocable letters of credit. NBL and the GOJ have agreed that amounts provided under the interim agreement will be without prejudice to any and all rights of either party to contend that no levy is payable or that another levy rate applies.
“The Jamaican bauxite business is an important part of Noranda’s integrated aluminum business, and our relationship with the GOJ is one that we value highly,” said Layle K. “Kip” Smith, Noranda’s President and Chief Executive Officer. “This interim agreement represents a thoughtful approach to providing necessary certainty for both Noranda and the GOJ, without prejudicing either party's position in our arbitration. Therefore, we do not anticipate that the interim agreement will have a negative long-term impact on the cost structure of our bauxite mining operations. Noranda believes in the arbitration process and expects a positive outcome.”
On March 16, 2015, Noranda filed a notice requesting arbitration to resolve certain outstanding issues with the GOJ that negotiations between the two parties had not resolved. The most significant of these issues related to the per dry metric tonne (“DMT”) amount, if any, due the GOJ as a production levy, as well as the means of satisfying payment for any such levies due. That arbitration process is underway and, under the interim agreement, both parties have agreed to use their best efforts to cause the arbitration to be completed and the award to be delivered by December 31, 2015.
During the interim agreement’s term, which ends at the earlier of December 31, 2015 or the date on which an arbitration award is delivered, NBL will pay the interim levy on all bauxite it exports from Jamaica with US$3.75 per DMT in cash and US$1.25 per DMT through the provision of irrevocable letters of credit. By June 30, 2015, NBL will provide those same per DMT amounts on all bauxite it has exported from Jamaica from January 1, 2015 through the date of entering into the interim agreement. This retroactive payment, excluding production levy amounts NBL has previously remitted for that period, is expected to total approximately $7 million in cash and $2.5 million in irrevocable letters of credit.
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.
Contact Information
John A. Parker
Vice President of Communication and Investor Relations
(615) 771-5734
john.parker@ noralinc.com