8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event reported): October 24, 2012

METALS USA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-34685	20-3779274
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2400 E. Commercial Blvd., Suite 905 Fort Lauderdale, Florida	33308
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 202-4000

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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01 Other Events

On October 24, 2012, Metals USA, Inc. (“Metals USA”), a wholly-owned subsidiary of Metals USA Holdings Corp., issued a press release announcing that it is planning to enter into a new term loan in an amount of approximately $275 million. The proceeds of the term loan are anticipated to be used for (i) the redemption of all of Metal USA’s outstanding 11 1/8% Senior Secured Notes due 2015, (ii) the reduction of borrowings under the company’s existing asset based credit facility, (iii) payment of costs, expenses and fees associated with the term loan, and (iv) general corporate purposes. The timing and size of any potential financing and the use of proceeds thereof are subject to market and other conditions, and Metals USA makes no assurance that such actions will take place at any specific time, or at all.

A copy of the press release announcing the proposed new term loan is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

Exhibit Number	Description
99.1	Press release, dated October 24, 2012

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.

	METALS USA HOLDINGS CORP.
Date: October 24, 2012	/s/ Robert C. McPherson III
	Name: Robert C. McPherson III
	Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press release, dated October 24, 2012

EX-99.1

EXHIBIT 99.1

PRESS RELEASE
Contact:	Robert McPherson
	Senior Vice President, CFO
	954-202-4000

FOR IMMEDIATE RELEASE

METALS USA ANNOUNCES PROPOSED NEW DEBT FINANCING

October 24, 2012 — FORT LAUDERDALE, FLORIDA — Metals USA, Inc. (“Metals USA”), a wholly-owned subsidiary of Metals USA Holdings Corp. (NYSE: MUSA), today announced that it will seek to enter into a new term loan in an amount of approximately $275 million. The proceeds of the term loan would be used to refinance Metal USA’s outstanding 11 1/8% Senior Secured Notes due 2015 (the “Notes”); reduce borrowings under the company’s existing asset based loan; pay costs, expenses and fees associated with the new term loan and the Notes refinancing; and for general corporate purposes, including working capital. The timing and size of any potential financing and the use of proceeds thereof are subject to market and other conditions, and Metals USA makes no assurance that such actions will take place at any specific time, or at all.

Lourenco Goncalves, Metals USA’s Chairman, President and C.E.O., stated: “Our plan to enter into a new term loan capitalizes on the strength of our balance sheet and the current attractiveness of the financial markets. We expect to significantly reduce our cash interest payments, expand our liquidity and extend our debt maturities, all in the context of a cost effective and leverage neutral transaction. We anticipate that the cash interest savings realized in this proposed refinancing will generate additional free cash flow and enhance our ability to execute on our growth strategy, including accretive tuck in acquisitions and organic investments.”

About Metals USA, Inc.

Metals USA provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. For more information, visit Metals USA’s website at www.metalsusa.com. The information contained in this release is limited and Metals USA encourages interested parties to read Metals USA’s annual report on Form 10-K, its quarterly reports on Form 10-Q and its other reports, statements and materials filed with the Securities and Exchange Commission for more complete information about Metals USA. Additionally, copies of Metals USA’s filings with the Securities and Exchange Commission, together with press releases and other information investors may find of interest, can be found at Metals USA’s website at www.metalsusa.com under “Investor Relations.”

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements, as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, those disclosed in the Company’s historic periodic filings with the SEC. As a result, these statements speak only as of the date that they were made, and Metals USA undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Words such as “expects,” “anticipates,” “intends,” “plans,” “projects,” “believes,” “estimates,” “forecasts” and similar expressions are used to identify these forward-looking statements.