New Day Aluminum LLC completed the acquisition of Noranda Alumina LLC and Noranda Bauxite Limited from Noranda Aluminum Holding Corp. (OTCPK:NORN.Q).
November 29, 2016
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New Day Aluminum LLC entered into an asset purchase agreement to acquire Noranda Alumina LLC and Noranda Bauxite Limited from Noranda Aluminum Holding Corp. (OTCPK:NORN.Q) for $21.5 million on October 7, 2016. As consideration, a secured note will be issued with a principal amount equal to $21.5 million. New Day Aluminum will also assume certain liabilities and the consideration is subject to adjustments. As of October 19, 2016, New Day Aluminum LLC was declared winner of auction with purchase price adjusted to $24.4 million. New Day Aluminum LLC will serve as the stalking horse bidder in a court supervised sale process. In a related transaction, Noranda Aluminum Holding Corporation entered into a global settlement agreement with its secured lenders and the unsecured creditors committee. Certain pre-petition term lenders have agreed to provide New Day Aluminum with bridge debt financing of approximately $9.84 million. New Day Aluminum will receive a break-up fee of $0.65 million representing 3% of purchase price and an expense reimbursement amount of $1 million.
The asset purchase agreement is subject to approval of Bankruptcy Court which is scheduled for October 19, 2016, New Day Aluminum entering into debt financing agreements, a minimum of $30 million net working capital being delivered to New Day Aluminum at the closing. The asset purchase agreement is subject to higher or better bids. The deadline to submit qualified bids is October 17, 2016 and, if multiple bids are submitted, an auction is scheduled to take place on October 18, 2016. As of October 20, 2016, the deal received court approval. Closing will take place no later than October 31, 2016.
Steven J. Williams, Sarah Harnett, Alan W. Kornberg, Elizabeth R. McColm, Diane Meyers, Jacqueline P. Rubin, Ezra B. Sternstein, Aidan Synnot, Stephen C. Thompson, Michael M. Turkel and Alexander Woolverton of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Noranda Aluminum Holding Corporation. Bruce A. Toth of Winston & Strawn LLP acted as legal advisor to New Day Aluminum LLC. Angela L. Drumm, Christopher J. Lawhorn and Colin M. Luoma of Carmody MacDonald PC acted as legal advisor to Noranda. David M. Banker, Sharon L. Levine, Bruce S. Nathan, Jeffrey D. Prol, Kenneth A. Rosen, David A. Van Grouw, Barry Z. Bazian and Nicholas Vislocky of Lowenstein Sandler LLP and Sherry K. Dreisewerd, Lisa A. Epps, Scott J. Goldstein, Ryan C. Hardy and Eric C. Peterson of Spencer Fane LLP represent the official committee of unsecured creditors.
New Day Aluminum LLC completed the acquisition of Noranda Alumina LLC and Noranda Bauxite Limited from Noranda Aluminum Holding Corp. (OTCPK:NORN.Q) in November, 2016.
Noranda Aluminum Holding Corporation is a producer of primary aluminum, alumina, bauxite and rolled aluminum coils. The Company produces aluminum products in a range of forms, such as billet, rod, sow and foundry. The Company operates through five segments: Bauxite, Alumina, Primary Aluminum, Flat-Rolled Products and Corporate. The Company has two businesses: Upstream Business and Downstream Business. Its Upstream Business consists of three segments: Primary Aluminum, Alumina and Bauxite. The Primary segment consists of a smelter near New Madrid, Missouri (New Madrid). The Alumina segment consists of an alumina refinery near Gramercy, Louisiana (Gramercy). The Bauxite segment consists of a bauxite mining operation (St. Ann). Its Downstream Business consists of its Flat-Rolled Products segment, which is an aluminum foil producer in North America, and consists of approximately four rolling mills at approximately three facilities.