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~~November 2414, 2012

FLAG INTERMEDIATE HOLDINGS CORPORATION

(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.)

METALS USA, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-13123	76-0533626
(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~~November 2414, 2012, Metals USA, Inc. (“Metals USA”), a wholly-owned subsidiary of Metals USA Holdings Corp. (the “Company”), issued a press release announcing that it ishas received ~~planning~~commitments for and intends to enter into a new seven year senior secured term loan in anthe amount of ~~approximately~~ $~~275~~225 million. ~~The~~(the ~~proceeds~~“Term ofLoan”). ~~the~~Metals ~~term~~USA ~~loan~~intends ~~are~~to ~~anticipated~~use tothe benet ~~used~~proceeds ~~for~~of ~~(i)~~ the ~~redemption~~Term ofLoan ~~all~~to offinance ~~Metal~~the ~~USA’s~~redemption ~~outstanding~~of its 11 1/8% Senior Secured Notes due 2015, (iithe “Notes”). ~~the~~Also ~~reduction~~on ofNovember 14, ~~borrowings under~~2012, ~~the~~Metals ~~company’s~~USA ~~existing~~issued ~~asset~~a ~~based~~notice ~~credit~~of ~~facility,~~redemption ~~(iii) payment~~for all of ~~costs,~~the ~~expenses~~outstanding Notes. The Notes were issued and ~~fees~~the ~~associated~~redemption will ~~with~~be effected pursuant to the ~~term~~provisions ~~loan~~of the Indenture, ~~and~~dated ~~(iv) general~~as ~~corporate~~of ~~purposes.~~November 30, ~~The~~2005, ~~timing~~as ~~and~~supplemented ~~size~~or ofamended ~~any~~(the ~~potential~~“Indenture”), ~~financing~~by and ~~the~~among ~~use~~Metals ~~of proceeds~~USA, ~~thereof~~Flag ~~are~~Intermediate ~~subject~~Holdings toCorporation, ~~market~~the ~~and~~Subsidiary ~~other~~Guarantors named ~~conditions~~therein, and ~~Metals~~Wells ~~USA~~Fargo ~~makes~~Bank, noN.A., ~~assurance~~as ~~that~~Trustee. ~~such~~Pursuant ~~actions~~to ~~will~~the ~~take~~notice ~~place~~of atredemption, ~~any~~the ~~specific~~Notes ~~time,~~will orbe atredeemed ~~all.~~on December 14, 2012.

A copy of the press release announcing the ~~proposed~~receipt ~~new~~of ~~term~~commitments ~~loan~~for the 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:

ExhibitNumber		Description
99.1		Press release, dated ~~October~~November 2414, 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: October 24, 2012		/s/ Robert C. McPherson III
Date: November 16, 2012	/s/ Robert C. McPherson III
	Name:	~~Name:~~Robert C. McPherson III	~~Robert C. McPherson III~~
	Title:	~~Title:~~Senior Vice President and Chief Financial Officer	~~Senior Vice President and Chief Financial Officer~~
	METALS USA, INC.
Date: November 16, 2012	/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

ExhibitNumber		Description
99.1		Press release, dated ~~October~~November 2414, 2012

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