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Current Report Filing (8-k)
Date : 06/18/2015 @ 7:34AM
Source : Edgar (US Regulatory)
Stock : Noranda Aluminum Holding Corp. (NOR)
Quote : 0.97 -0.26 (-21.14%) @ 7:08PM
Current Report Filing (8-k)
Print
Alert
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 18, 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 18, 2015, Noranda Aluminum Holding Corporation issued a press release relating to its evaluation of a variety of strategic alternatives. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 18, 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 18, 2015
By:
/s/ Gail E. Lehman
Gail E. Lehman
Chief Administrative Officer, General Counsel and Corporate Secretary
Exhibit 99.1
Noranda to Evaluate Strategic Alternatives; Board of Directors
Engages Morgan Stanley as Financial Advisor, Takes Other Actions
Franklin, Tennessee–June 18, 2015–Noranda Aluminum Holding Corporation (NYSE: NOR) announced today that it has engaged Morgan Stanley & Co. LLC (“Morgan Stanley”) to serve as financial advisor for the Company as it evaluates a variety of strategic alternatives. The Company also announced that its Board of Directors has decided to suspend the Company's quarterly dividend and will seek stockholder approval of a reverse stock split at a ratio to be determined.
“We are pleased to announce the engagement of Morgan Stanley as an advisor as we proactively identify and evaluate prudent actions to continue to create stockholder value across the aluminum price cycle,” said Layle K. “Kip” Smith, Noranda’s President and Chief Executive Officer. “In the face of low aluminum prices, I am proud of the progress we have made in improving our cost structure and overall productivity, as well as our investments that support future improvements. This strategic review builds on that work, and is an exciting part of optimizing the positioning of the Company.”
The Company does not intend to disclose further developments with respect to its exploration of strategic alternatives, other than as required by applicable law.
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: any inability of the Company to realize strategic alternatives, the terms, timing or structure of any such transaction or alternative (or whether any such transaction or alternative will take place at all) and the performance of the Company if any such transaction or alternative is completed; the inability of the Company to complete the reverse stock split and, if completed, the failure of the reverse stock split to achieve the intended effect of resulting in an increased per share price (or other effects); 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,” “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. 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.
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
Current Report Filing (8-k)
Date : 06/18/2015 @ 7:34AM
Source : Edgar (US Regulatory)
Stock : Noranda Aluminum Holding Corp. (NOR)
Quote : 0.97 -0.26 (-21.14%) @ 7:08PM
Current Report Filing (8-k)
Alert
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 18, 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 18, 2015, Noranda Aluminum Holding Corporation issued a press release relating to its evaluation of a variety of strategic alternatives. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 18, 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 18, 2015
By:
/s/ Gail E. Lehman
Gail E. Lehman
Chief Administrative Officer, General Counsel and Corporate Secretary
Exhibit 99.1
Noranda to Evaluate Strategic Alternatives; Board of Directors
Engages Morgan Stanley as Financial Advisor, Takes Other Actions
Franklin, Tennessee–June 18, 2015–Noranda Aluminum Holding Corporation (NYSE: NOR) announced today that it has engaged Morgan Stanley & Co. LLC (“Morgan Stanley”) to serve as financial advisor for the Company as it evaluates a variety of strategic alternatives. The Company also announced that its Board of Directors has decided to suspend the Company's quarterly dividend and will seek stockholder approval of a reverse stock split at a ratio to be determined.
“We are pleased to announce the engagement of Morgan Stanley as an advisor as we proactively identify and evaluate prudent actions to continue to create stockholder value across the aluminum price cycle,” said Layle K. “Kip” Smith, Noranda’s President and Chief Executive Officer. “In the face of low aluminum prices, I am proud of the progress we have made in improving our cost structure and overall productivity, as well as our investments that support future improvements. This strategic review builds on that work, and is an exciting part of optimizing the positioning of the Company.”
The Company does not intend to disclose further developments with respect to its exploration of strategic alternatives, other than as required by applicable law.
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: any inability of the Company to realize strategic alternatives, the terms, timing or structure of any such transaction or alternative (or whether any such transaction or alternative will take place at all) and the performance of the Company if any such transaction or alternative is completed; the inability of the Company to complete the reverse stock split and, if completed, the failure of the reverse stock split to achieve the intended effect of resulting in an increased per share price (or other effects); 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,” “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. 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.
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
I'm in it to win it!
NASDAQ DIP and RIP
Here is the best word that describes what i do here.
Intuitive;
means having the ability to understand or know something without any direct evidence or reasoning process.
I was born with it, I'm truly blessed!
Alway's searching for winners'
NASDAQ DIP and RIP
Here is the best word that describes what i do here.
Intuitive;
means having the ability to understand or know something without any direct evidence or reasoning process.
I was born with it, I'm truly blessed!
Alway's searching for winners'
