Item 7.01. Regulation FD Disclosure.
Notes Offerings and Concurrent Tender Offer
OnApril 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 withinthe United States or toU.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 99.1 Press release datedApril 5, 2021 (Notes Offerings) 99.2 Press release datedApril 5, 2021 (Tender Offer) 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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