Century Aluminum Company Closes Private Offering of Convertible Senior Notes; Announces Full Exercise of Initial Purchasers’ Option to Purchase Additional Convertible Senior Notes
CHICAGO, April 09, 2021 (GLOBE NEWSWIRE) -- Century Aluminum Company (NASDAQ: CENX) (“Century”) announced today that it closed its private offering of 2.75% convertible senior notes due May 1, 2028
(the “Notes”) for gross proceeds of $86.25 million, including the full exercise of the option to purchase $11.25 million additional principal amount of Notes granted by Century to the initial
The net proceeds from the offering were approximately $82.9 million, after deducting the initial purchasers' discount and commissions and estimated offering expenses payable by Century. A portion the net proceeds from the offering of the Notes, together with the net proceeds anticipated to be received from Century’s concurrent private offering of $250 million aggregate principal amount of 7.50% senior secured notes due April 2028 (the “Secured Notes”), 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 offering of the Notes, 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 Notes, which are senior, unsecured obligations of the Century, were issued at a price of 100.00% of their aggregate principal amount. The 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 Notes will mature on May 1, 2028, unless earlier converted, repurchased or redeemed.
Century may not redeem the Notes prior to May 6, 2025. On or after May 6, 2025, Century may redeem for cash all or part of the 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 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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