-----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, O3+JZDrH8qeytl4y28xe9M0/YdoceO0DACfzEtRj2NNi3Ms4BeCsQOWReiiGNFRu ABYUhdgAdIOQmeJpWulyLw== 0001209191-10-027714.txt : 20100513 0001209191-10-027714.hdr.sgml : 20100513 20100513174918 ACCESSION NUMBER: 0001209191-10-027714 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100513 FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APOLLO INVESTMENT FUND VI L P CENTRAL INDEX KEY: 0001338750 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 10829902 BUSINESS ADDRESS: STREET 1: 2 MANHATTAVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 2 MANHATTAVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 3 1 c00821_3x2.xml MAIN DOCUMENT DESCRIPTION X0203 3 2010-05-13 0 0001422105 Noranda Aluminum Holding CORP NOR 0001338750 APOLLO INVESTMENT FUND VI L P ONE MANHATTANVILLE ROAD SUITE 201 PURCHASE NY 10577 0 0 1 0 common stock 42840000 I See Footnote 1 Right to Purchase 9 2007-10-23 2017-10-23 common stock 140000 I See Footnote 1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.2 2010-05-13 EX-99.1 2 c00821_99x1.htm ADDITIONAL EXHIBITS

The amount reported includes an aggregate of 42,840,000 shares of common stock of Noranda Aluminum Holdings Corporation (the “Issuer”) held of record by Apollo Investment Fund VI, L.P. (“Investment Fund VI”) and Noranda Holdings, L.P. (“Holdings LP,” together with Investment Fund VI, the “Apollo Investors”). The amount reported also includes 140,000 shares issuable upon the exercise of outstanding options issued to Apollo Management VI, L.P. (“Management VI”) and Apollo Alternative Assets, L.P. (“Alternative Assets”).

Noranda Holdings LLC (“Holdings LLC”) is the general partner of Holdings LP, and as such has voting and investment power over shares held by Holdings LP. Management VI serves as the manager of Investment Fund VI and of Holdings LLC. AIF VI Management, LLC (“AIF VI LLC”) is the general partner of Management VI, Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VI LLC, and Apollo Management GP, LLC (“Apollo Management GP”) is the general partner of Apollo Management.

Apollo International Management, L.P. (“AIM LP”) is the managing general partner of Alternative Assets, and Apollo International Management GP, LLC (“International Management GP”) is the general partner of AIM LP. Apollo Management Holdings, L.P. (“AMH”) is the sole member and manager of Apollo Management GP and International Management GP. Apollo Management Holdings GP, LLC (“AMH GP) is the general partner of AMH. Each of Alternative Assets, Holdings LLC, Management VI, AIF VI LLC, Apollo Management, Apollo Management GP, AIM LP, International Management GP, AMH and AMH GP (collectively, the “Apollo Entities”) disclaims beneficial ownership of all shares of the Issuer held by the Apollo Investors or beneficially owned by any of the Apollo Entities, except to the extent of any pecuniary interest therein.

The address of Investment Fund VI, Holdings LP and Holdings LLC is 1 Manhattanville Road, Suite 201, Purchase, New York 10577. The address of Management VI, AIF VI LLC, AMH, AMH GP, Apollo Management, Apollo Management GP, AIM LP and International Management GP is 9 West 57th Street, 43rd Floor, New York, NY 10019. The address of Alternative Assets is c/o Walkers SPV Limited, PO Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands, B.W.I.

Leon Black, Joshua Harris and Marc Rowan act as the managers and executive officers of AMH GP. Each of Messrs. Black, Harris and Rowan disclaims beneficial ownership of all shares of the Issuer held of record or beneficially owned by any of the Apollo Entities, except to the extent of any pecuniary interest therein. The address of Messrs. Black, Harris and Rowan is c/o Apollo Management, L.P., 9 West 57th Street, New York, New York 10019.

 

 

EX-99.2 3 c00821_99x2.htm ADDITIONAL EXHIBITS

APOLLO INVESTMENT FUND VI, L.P.
By:  Apollo Advisors VI, L.P., its general partner
By:  Apollo Capital Management VI, LLC, its general partner
By:  /s/ Laurie Medley
Title:  Vice President

 

 

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