Century Aluminum Co 8-K, filed Apr 5, 2021
Century Aluminum Co (CENX)
8-K
2021-04-05
For: 2021-04-05
View Original
Added on
April 12, 2026
About this 8-K
Century Aluminum Co filed this 8-K on April 5, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): April 5, 2021
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Notes Offerings and Concurrent Tender Offer
On April 5, 2021, Century Aluminum Company (the “Company”) announced its intention to offer, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), up to $250,000,000 aggregate principal amount of senior secured notes due 2028 (the “New Secured Notes”) and pursuant to Rule 144A of the Securities Act up to $75,000,000 aggregate principal amount of convertible senior notes due 2028 (the “Convertible Notes”).
Concurrently, the Company also announced the commencement of a cash tender offer for any and all of its outstanding 12.0% Senior Secured Notes due 2025 (the “Existing Notes”), which will be financed using the proceeds received from the offering of the New Secured Notes and the Convertible Notes (together, the “Notes Offerings”). Copies of the press releases announcing the Notes Offerings and the Tender Offer are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.
The New Secured Notes and the Convertible Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and with respect to the New Secured Notes to certain persons in offshore transactions in reliance on Regulation S. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the New Secured Notes, the Convertible Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Information contained or incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
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.
CENTURY ALUMINUM COMPANY | ||||||||||||||
| Date: | April 5, 2021 | By: | /s/ Jesse E. Gary | |||||||||||
| Name: | Jesse E. Gary | |||||||||||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel and Secretary | |||||||||||||
Exhibit 99.1
CENTURY ALUMINUM COMPANY ANNOUNCES PROPOSED CONCURRENT PRIVATE OFFERINGS OF SENIOR SECURED NOTES AND CONVERTIBLE SENIOR NOTES
CHICAGO, IL–April 5, 2021—Century Aluminum Company (NASDAQ: CENX) (“Century”) announced today a proposed private offering of $250 million aggregate principal amount of senior secured notes due April 2028 (the “Secured Notes”), subject to market and other conditions (the “Secured Notes Offering”). In addition, Century announced a concurrent proposed private offering of $75 million aggregate principal amount of convertible senior notes due May 2028 (the “Convertible Notes”), subject to market and other conditions (the “Convertible Notes Offering”), and intends to grant to initial purchasers of the Convertible Notes the option to purchase up to an additional $11.25 million aggregate principal amount of the Convertible Notes within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued.
Century also announced today that it commenced a cash tender offer (the “Tender Offer”) for any and all of its $250 million outstanding principal amount of 12.0% Senior Secured Notes due 2025 (the “Existing Notes”). Century intends to use all the net proceeds from the Secured Notes Offering and a portion of the net proceeds from the Convertible Notes Offering to repay all the Existing Notes pursuant to the Tender Offer and the redemption of any Existing Notes not acquired in the Tender Offer. Century intends to use the remaining net proceeds from the Convertible Notes Offering, together with cash on hand, to repay borrowings under Century’s credit facilities, to pay for the cost of capped call transactions described below and to pay fees and expenses relating to these transactions.
The interest rate and other terms of the Secured Notes and the interest rate, initial conversion rate and other terms of the Convertible Notes will be determined at the pricing of the Secured Notes Offering and the Convertible Notes Offering, as applicable.
The Secured Notes will be offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act, and the Convertible Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Secured Notes and the Convertible Notes have not been, and Century common stock, if any, issuable upon conversion of the Convertible Notes will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
With respect to the Convertible Notes Offering, holders of the Convertible Notes will have the right to convert their Convertible Notes in certain circumstances and during specified periods. Century may settle conversions by paying or delivering, as applicable, cash, shares of Century’s common stock or a combination of cash and shares of Century’s common stock, at Century’s election. In addition, Century may redeem the Convertible Notes in certain circumstances and during specified periods.
In connection with the pricing of the Convertible Notes, Century expects to enter into capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Century’s common stock upon any conversion of Convertible Notes and/or offset any cash payments Century may be required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Convertible Notes, Century expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to purchase shares of Century’s common stock and/or enter into various derivative transactions with respect to Century’s common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of Century’s common stock or the Convertible Notes at that time.
In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Century’s common stock and/or purchasing or selling Century’s common stock or other securities of Century in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Convertible Notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the Convertible Notes). This activity could also cause or avoid an increase or a decrease in the market price of Century’s common stock or the Convertible Notes, which could affect the ability of noteholders to convert the Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of Convertible Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of its Convertible Notes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Secured Notes or the Convertible Notes nor shall there be any sale of Secured Notes or Convertible Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Exhibit 99.1
This press release contains information about pending or anticipated transactions, and there can be no assurance that these transactions will be completed. Neither the Secured Notes Offering nor the Convertible Notes Offering is conditioned upon the completion of the other, so it is possible that the Secured Notes Offering occurs and the Convertible Notes Offering does not occur, and vice versa.
About Century Aluminum Company
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, without limitation, statements with respect to Century’s intention to complete the offering of the Secured Notes, the Convertible Notes, the Tender Offer and the redemption of any Existing Notes not tendered in the Tender Offer. Forward-looking statements are statements about future events and are based on our current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations that the projected outcomes can or will be achieved, and we do not undertake, and specifically disclaim, any obligation to revise any forward-looking statements to reflect the occurrence of future events or circumstances.
Contact
Peter Trpkovski
(Investors and media)
312-696-3132
Source: Century Aluminum Company
Exhibit 99.2
CENTURY ALUMINUM COMPANY ANNOUNCES CASH TENDER OFFER FOR ITS 12.0% SENIOR SECURED NOTES DUE 2025
CHICAGO, IL– April 5, 2021— Century Aluminum Company (NASDAQ: CENX) (“Century”) today announced the commencement of a cash tender offer (the “Tender Offer”) to purchase any and all of Century’s 12.0% Senior Secured Notes due 2025 (the “Notes”). The Tender Offer is being made pursuant to an Offer to Purchase dated April 5, 2021 and the related Notice of Guaranteed Delivery.
The Tender Offer will expire at 5:00 P.M., New York City time, on April 9, 2021 unless extended or earlier terminated (such date and time, as it may be extended, the “Expiration Time”). Tenders of the Notes may be withdrawn at any time at or prior to 5:00 P.M., New York City time, on April 9, 2021, unless extended or earlier terminated (such date and time, as it may be extended, the “Withdrawal Deadline”), but may not be withdrawn thereafter.
The Tender Offer is being undertaken to refinance the Notes with longer maturity financing.
The consideration for each $1,000 principal amount of Notes validly tendered, not validly withdrawn and accepted for purchase will be as set forth in the table below under “Tender Offer Consideration.” In addition, all holders of Notes accepted for purchase will receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Settlement Date (which is expected to be April 14, 2021).
Title of Notes | CUSIP No./ ISIN (144A) | CUSIP No./ ISIN (Reg S) | CUSIP No./ ISIN (IAI) | Principal Amount Outstanding | Tender Offer Consideration (1) | ||||||||||||
12.0% Senior Secured Notes due 2025 | 156431 AL2/ US156431AL20 | U1565P AD8/ USU1565PAD88 | 156431 AM0/ US156431AM03 | $250,000,000 | $1,074.32 | ||||||||||||
(1) Per $1,000 principal amount of Notes accepted for purchase.
The Tender Offer is not conditioned on any minimum amount of Notes being tendered. However, Century’s obligation to accept for purchase and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Century’s completion of financing transactions (the “Financings”), on terms satisfactory to Century, pursuant to which Century receives net proceeds in an amount sufficient to pay the aggregate Tender Offer Consideration with respect to the Notes accepted for purchase in the Tender Offer, the aggregate redemption price of any Notes outstanding following the completion of the Tender Offer and fees and expenses associated with the Tender Offer. Following consummation of the Tender Offer, Notes that are purchased pursuant to the Tender Offer will be retired and cancelled and no longer remain outstanding obligations. Century reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.
With respect to the payment for the Notes that are validly tendered, that are not validly withdrawn and that are accepted for purchase, including those tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, payment will be made on the Settlement Date. It is anticipated that the Settlement Date for the Notes will be April 14, 2021, the third business day after the Expiration Time. Accrued interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Tender Offer, including Notes accepted for purchase that have been tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. Under no circumstances will additional interest accrue or be payable by Century with respect to the Notes from or after the Settlement Date, whether by reason of any delay of guaranteed delivery or otherwise.
On or about the Settlement Date, Century expects to issue a notice calling for the redemption on May 14, 2021 of any Notes not purchased upon completion of the Tender Offer (the “Redemption”). The Redemption will be made under and in accordance with the indenture governing the Notes. The redemption price will be equal to 100.00% of the principal amount of the Notes redeemed plus a make-whole premium calculated in accordance with the terms of the Indenture. Notwithstanding such
Exhibit 99.2
redemption notice, Notes that are validly tendered, not validly withdrawn and accepted for purchase in the Tender Offer will be purchased under the Tender Offer.
None of Century, its subsidiaries or its affiliates, its or their respective boards of directors, officers or employees, the dealer manager, the tender agent and information agent or the trustee for the Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by Century or any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All of the Notes are held in book-entry form. Any beneficial owner whose Notes are held in book-entry form through a custodian bank, broker, dealer, commercial bank, trust company or other nominee and who wishes to tender their Notes should contact such custodian bank, broker, dealer, commercial bank, trust company or other nominee promptly and instruct such nominee to submit instructions on such beneficial owner’s behalf. In some cases, the custodian bank, broker, dealer, commercial bank, trust company or other nominee may request submission of such instructions on a beneficial owner’s instruction form. Please check with your nominee to determine the procedures for such firm.
Century has retained Credit Suisse Securities (USA) LLC to serve as dealer manager for the Tender Offer, and D.F. King & Co., Inc. to act as the tender agent and information agent in respect of the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact Credit Suisse Securities (USA) LLC at (212) 325-6340 or toll free at (800) 820-1653. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be obtained be obtained online at http://www.dfking.com/cac or by contacting D.F. King & Co., Inc. at (212) 269-5550, toll free at (877) 283-0318 or cac@dfking.com.
About Century Aluminum Company
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Cautionary Statements
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to a U.S. person absent registration under, or an applicable exemption from the registration requirements of, the Securities Act of 1933, as amended.
This press release contains forward-looking statements that include, without limitation, statements with respect to Century’s intention to complete the Financings, the Tender Offer and the Redemption. Forward-looking statements are statements about future events and are based on our current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations that the projected outcomes can or will be achieved, and we do not undertake, and specifically disclaim, any obligation to revise any forward-looking statements to reflect the occurrence of future events or circumstances. For additional information regarding these risks and uncertainties associated with the Tender Offer, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
Contact
Peter Trpkovski
(Investors and media)
312-696-3132
Source: Century Aluminum Company