UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): ~~March~~October 1124, ~~2011~~2012

FLAG INTERMEDIATE HOLDINGS CORPORATION

~~HOLDINGS~~(Exact ~~CORPORATION~~name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-132918

20-3779375

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware	333-132918	20-3779375
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. 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

METALS USA, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-13123	76-0533626
(State or other jurisdiction of incorporation or organization)	(Commission File ~~No.~~Number)	(~~I.R.S.~~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 2 8.01. ~~Completion~~Other ofEvents ~~Acquisition or Disposition of Assets.~~

On ~~March~~October 1124, ~~2011~~2012, Metals USA, Inc. (~~the~~ “~~Company~~Metals USA”), a wholly-owned subsidiary of Metals USA Holdings Corp., ~~completed~~issued ~~the~~a ~~acquisition~~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 ~~Richardson~~term ~~Trident~~loan ~~Company~~ are anticipated to be used for (~~“Trident”~~i), the aredemption ~~provider~~of all of aMetal ~~broad~~USA’s ~~range~~outstanding of11 ~~metals~~1/8% ~~and~~Senior ~~processing~~Secured ~~services~~Notes due 2015, ~~such~~(ii) asthe ~~precision~~reduction ~~sawing,~~of ~~boring,~~borrowings under ~~honing,~~the ~~slitting~~company’s existing asset based credit facility, ~~sheeting~~(iii) payment of costs, ~~sheering~~expenses and ~~tuning.~~fees ~~Trident~~associated ~~has~~with ~~eight~~the ~~processing~~term ~~centers~~loan, ~~located~~and in(iv) general ~~Texas,~~corporate ~~Oklahoma,~~purposes. ~~Georgia, California~~The timing and ~~Massachusetts.~~size ~~Trident~~of ~~supplies~~any ~~customers~~potential infinancing and the ~~oil~~use &of proceeds ~~gas,~~thereof ~~aerospace,~~are ~~defense~~subject to market and ~~transportation~~other ~~markets~~conditions, and Metals USA makes no assurance that such actions will take place at any specific time, or at all.

~~The~~A ~~acquisition occurred~~copy ~~pursuant to a stock purchase agreement that provided for the purchase by a wholly-owned subsidiary~~ of the ~~Company~~press ofrelease ~~all~~announcing of the ~~outstanding~~proposed ~~capital~~new ~~stock~~term ofloan ~~Trident~~is ~~from~~filed ~~Thomas~~as E.Exhibit ~~Bentley and TEB 2006 Trust for an aggregate purchase price of $90~~99.~~8 million in cash plus a $~~1.8 ~~million~~to ~~note~~this ~~payable,~~Current ~~subject~~Report toon aForm ~~post~~8-~~closing~~K ~~adjustment~~and ~~for~~is ~~working~~incorporated ~~capital~~into ~~and~~this ~~other~~Item 8.01 ~~matters~~by reference.

~~SIGNATURE~~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.

	~~FLAG INTERMEDIATE HOLDINGS CORPORATION~~		FLAG INTERMEDIATE HOLDINGS CORPORATION
Date: March 11, 2011	By:	/s/ ROBERT C. MCPHERSON III
Date: October 24, 2012			/s/ Robert C. McPherson III
	~~Name:~~	~~Robert C. McPherson III~~	Name:	Robert C. McPherson III
	~~Title:~~	~~Senior Vice President and Chief Financial Officer~~	Title:	Senior Vice President and Chief Financial Officer
	METALS USA, INC.
Date: March 11, 2011	By:	/s/ ROBERT C. MCPHERSON III
	Name:	Robert C. McPherson III
	Title:	Senior Vice President and Chief Financial Officer


	METALS USA, INC.

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

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