2013-03-01 23:10:22 -
Franklin, Tennessee - March 1, 2013 - Noranda Aluminum Holding Corporation
("Noranda" or the "Company") (NYSE: NOR) today announced that Noranda
Aluminum
Acquisition Corporation ("AcquisitionCo"), its wholly-owned subsidiary, has
priced a private offering of $175 million aggregate principal amount of senior
unsecured notes due 2019 (the "Notes"). The Notes will bear interest at a rate
of 11.0% per annum, payable semi-annually in cash in arrears. The Notes will be
fully and unconditionally guaranteed by Noranda and certain of its indirect
subsidiaries. The offering of the Notes is expected to close on March 8, 2013,
subject to customary closing conditions.
AcquisitionCo intends to use the net proceeds from the offering to fund in part
the redemption of its outstanding Senior Floating Rate Notes due 2015 (the
"Redemption"), with the balance, if any, to be used for general corporate
purposes. The Redemption will be made pursuant to the redemption terms and
notice provisions of the indenture governing the Senior Floating Rate Notes due
2015.
The Notes will be offered and sold only to qualified institutional buyers in the
United States pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933 (the "Securities Act"). The Notes
have not been registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act
and applicable state laws.
This news release shall not constitute an offer to sell or a solicitation of an
offer to purchase the Notes or any other securities, shall not constitute an
offer, solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful, and shall not constitute a notice of
Redemption. This news release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
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
Robert Mahoney
Chief Financial Officer
(615) 771-5752
robert.mahoney@noralinc.com
John A. Parker
Vice President of Communication and Investor Relations
(615) 771-5734
john.parker@noralinc.com
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Noranda Aluminum Holding Corporation via Thomson Reuters ONE
[HUG#1682176]
