Century Aluminum Company Prices Concurrent Private Offerings of Senior Secured Notes and Convertible Senior Notes

Chicago, Illinois, UNITED STATES


CHICAGO, April 07, 2021 (GLOBE NEWSWIRE) -- Century Aluminum Company (NASDAQ: CENX) (“Century”) announced today that it had priced its private offering (the “Secured Notes Offering”) of $250 million aggregate principal amount of 7.50% senior secured notes due April 2028 (the “Secured Notes”) and its private offering (the “Convertible Notes Offering”) of $75 million aggregate principal amount of 2.75% convertible senior notes due May 2028 (the “Convertible Notes”).

The Secured Notes Offering is expected to close on April 14, 2021 and the Convertible Notes Offering is expected to close on April 9, 2021. The closing of each of the Secured Notes Offering and the Convertible Notes Offering is subject to customary closing conditions. All net proceeds from the Secured Notes Offering and a portion of the net proceeds from the Convertible Notes Offering will be used to repay all of Century’s $250 million outstanding principal amount of 12.0% Senior Secured Notes due 2025 (the “Existing Notes”) pursuant to Century’s previously announced cash tender offer for the Existing Notes (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 Secured Notes

The Secured Notes will be issued at a price equal to 100.00% of their aggregate principal amount. The Secured Notes will pay interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.50% per annum in cash. The Secured Notes will mature on April 1, 2028, unless earlier redeemed or repurchased. The Secured Notes will be guaranteed by Century’s domestic restricted subsidiaries (subject to certain exceptions) and Century’s obligations under the Secured Notes will be secured (subject to certain exceptions and permitted liens) by liens on substantially all of its and its subsidiary guarantors’ assets other than collateral securing Century’s indebtedness under its credit agreement and certain other excluded property.
  
The Secured Notes have been offered and will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”), to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act and to certain institutional accredited investors in exempt transactions under the Securities Act. The Secured Notes have not been 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.

The Convertible Notes

The Convertible Notes, which will be senior, unsecured obligations of the Century, will be issued at a price of 100.00% of their aggregate principal amount. The Convertible Notes will pay interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75% per annum in cash. The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased or redeemed. The Company also granted the 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 will not be able to redeem the Convertible Notes prior to May 6, 2025. On or after May 6, 2025, Century may redeem for cash all or part of the Convertible Notes at its option if the last reported sale price of Century’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Century provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, holders of Convertible Notes may require Century to repurchase for cash all or any portion of their Convertible Notes in the event a “fundamental change” (as defined in the indenture governing the Convertible Notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. In connection with certain corporate events or if the Company calls any Convertible Notes for redemption, the Company will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their Convertible Notes in connection with any such corporate event or convert their Convertible Notes called for redemption.

The initial conversion rate will be 53.3547 shares of Century’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $18.74 per share of Century’s common stock). The initial conversion price of the Convertible Notes represents a premium of approximately 22.5% over the $15.30 per share last reported sale price of Century’s common stock on the Nasdaq Global Select Market on April 6, 2021. The Convertible Notes will be convertible into cash, shares of Century’s common stock or a combination of cash and shares of Century’s common stock, at Century’s election.

Holders may convert all or any portion of their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding February 1, 2028 only upon satisfaction of specified conditions and during certain periods. On or after February 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of these conditions.

In connection with the pricing of the Convertible Notes, Century entered into capped call transactions with the initial purchasers or their respective affiliates (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 based on a cap price initially equal to $22.95 (which represents a premium of 50.0% over the last reported sale price of Century’s common stock on the Nasdaq Global Select Market on April 6, 2021), subject to certain adjustments under the terms of the capped call transactions. 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.

The Convertible Notes have been offered and will be sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. 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.

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.

This press release contains information about pending or anticipated transactions, and there can be no assurance that these transactions will be completed.

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