July 8, 2008
Century Aluminum Unwinds Primary Aluminum Financial Forward Sales Contracts
Century Aluminum Company (NASDAQ: CENX) announced today an agreement with Glencore to unwind all of its primary aluminum financial forward sales contracts. The contracts have been settled for a total value of $978.4 million in a new class of non-voting convertible preferred stock and $730.2 million in cash. After the payment for the June 2008 volumes (to be made in mid July per the previously existing terms), Century will have no further obligations under the forward contracts.
"We are pleased to have reached this agreement," said Logan W. Kruger, Century's President and Chief Executive Officer. "Entering into the fixed price forward financial sales contracts was the appropriate strategy for Century at the time they were put in place. Today, our plants in Iceland and the U.S. enjoy a strong competitive position. We see favorable fundamentals for the global primary aluminum market and believe our shareholders will benefit from our ability to realize market pricing on our entire production capacity. We have an attractive pipeline of growth opportunities which can be funded with the additional cash flow we will unlock through this transaction. We are very pleased with Glencore's continuing support; by accepting the preferred stock and its terms, they have reaffirmed their position as a long-term shareholder."Transaction Structure
As consideration for the cancellation of the forward financial sales contracts, which were entered into in November 2004 and June 2005, Century has issued to Glencore 160,000 shares of a new class of convertible preferred stock which pays no dividend unless Century were to pay a dividend on its common stock. The preferred stock is convertible into Century's common stock at a conversion ratio of 1:100, thereby representing 16,000,000 underlying shares of common stock. The preferred stock carries no general voting rights, but in other principal respects shares the rights and features of Century's common stock. As such, the preferred stock will be accounted for as a common stock equivalent in the calculation of diluted shares outstanding. The remaining portion of the transaction consideration has been paid with $225.0 million of Century's cash on hand and through a $505.2 million deferred settlement agreement with Glencore. This deferred settlement agreement carries an interest rate of LIBOR plus 2.50% on outstanding amounts and requires monthly repayments from September 2008 through December 2009, or earlier without penalty at Century's option.
The agreement restricts the sale or transfer of the preferred stock. The preferred stock is generally convertible into common stock only upon Glencore exercising its right to demand that Century register an equivalent number of underlying common shares and conduct, on Glencore's behalf, an underwritten common stock offering. The registration rights are limited by provisions typical in such agreements. The agreement also restricts Glencore's ability to purchase additional shares of Century's common stock or to propose certain corporate transactions for a limited period of time.
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland, as well as an interest in alumina and bauxite assets in the United States and Jamaica. Century's corporate offices are located in Monterey, California.
Century Aluminum will hold a conference call today to discuss this announcement at 10:30 a.m. Eastern. To listen to the conference call and to view related presentation materials, go to http://investor.shareholder.com/cenx/events.cfm and click on the conference call link.
This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. The company has based its forward-looking statements on current expectations and projections about the future; however, these statements are subject to risks, uncertainties and assumptions, any of which could cause the company's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in the company's Annual Report on Form 10-K and in other filings made with the Securities and Exchange Commission. The company does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made.
Certified Advisors for the First North market of the OMX Nordic Exchange Iceland hf. for Global Depositary Receipts in Iceland:
Helga Gunnarsdottir, Director-Corporate Finance, Landsbanki Islands hf.
Olafur Finsen, Senior Legal Advisor-Corporate Finance, Landsbanki Islands hf.
Contacts: Mike Dildine (media) 831-642-9364 Shelly Lair (investors) 831-642-9357
SOURCE: Century Aluminum Company