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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 10, 2005
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CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 10, 2005, Nordural ehf. ("Nordural"), a wholly-owned
subsidiary of Century Aluminum Company ("Century"), entered into a new loan
agreement (the "Loan Agreement") and other agreements and documents related to a
new $365.0 million senior term loan facility. Landsbanki Islands hf. and
Kaupthing Bank hf., which are the administrative agent and the security trustee,
respectively, under the Loan Agreement, served as lead arrangers for the new
term loan facility, which closed on February 15, 2005. The lenders party to the
Loan Agreement are Landsbanki Islands hf., Kaupthing Bank hf., Nordic Investment
Bank, Islandsbanki, HSH Nordbank A.G., Credit Suisse First Boston International
and Fortis SA/NV. On February 15, 2005, Nordural borrowed $82.0 million under
the Loan Agreement. Amounts borrowed under the new term loan facility were used
to refinance Nordural's prior existing $185.0 million senior facility agreement,
dated as of September 2, 2003, as amended and restated August 16, 2004 (the
"Senior Facility Agreement"), among Nordural, Kaupthing Bank hf. and Landsbanki
Islands hf., as the arrangers and banks, BNP Paribas S.A., as the account bank,
Landsbanki Islands hf., as the agent, and Kaupthing Bank hf., as the security
trustee. Concurrently with the closing of the new term loan facility, the Senior
Facility Agreement was terminated. In addition to refinancing the Senior
Facility Agreement, the new term loan facility will be used to finance a portion
of the costs associated with the ongoing expansion of the Nordural facility and
for Nordural's general corporate purposes. Amounts borrowed under the new term
loan facility may be drawn down in minimum amounts of $10.0 million, and whole
multiples of $1 million in excess thereof, on the 25th day of any month.
Drawings under the facility may be made until September 30, 2006, provided that
Nordural has the option to cancel part of the facility (up to $135.0 million) in
whole or in part on or before June 30, 2005. It is the present intent of
Nordural to make monthly borrowings to finance the ongoing expansion of the
Nordural facility and to fully draw the new term loan facility by September 30,
2006.
Amounts borrowed under Nordural's new term loan facility bear interest
at a margin over the applicable Eurodollar rate, plus any increased cost of
compliance by the lenders with any applicable reserve asset requirements.
Nordural's obligations under the new term loan facility have been secured by a
pledge of all of Nordural's shares pursuant to a securities pledge agreement
with the lenders. In addition, substantially all of Nordural's assets are
pledged as security under the new term loan facility, including, but not limited
to, all of Nordural's property, plant and equipment related to the smelter and
the harbor area and all of Nordural's current and future inventory, receivables,
insurance policies, bank accounts, and rights under specified contracts relating
to the operation of the Nordural facility, including its tolling, anode supply
and power contracts having a term longer than two years. All outstanding
principal must be repaid on February 28, 2010, provided that Nordural is
required to make the following minimum repayments of principal on the facility:
$15.5 million on February 28, 2007 and $14.0 million on each of August 31, 2007,
February 29, 2008, August 31, 2008, February 28, 2009, August 31, 2009 and
February 28, 2010. If Nordural makes a dividend payment (which dividends are not
permitted until the Nordural facility has been expanded to a production level of
212,000 metric tons per year), it must simultaneously make a repayment of
principal in an amount equal to 50% of the dividend. Nordural's new term loan
facility contains customary covenants, including limitations on additional
indebtedness, investments, capital expenditures, dividends, and hedging
agreements. Nordural is also subject to various financial covenants, including
minimum interest and debt service coverage and net worth covenants. The loan
agreement contains customary events of default, including (a) material breach of
representations, warranties or covenants; (b) non-payment of amounts due under
the facility; (c) cross-default provisions relating to other indebtedness of
Nordural; (d) change in control of Nordural (excluding transfer of ownership to
Century, its subsidiaries or affiliates); (e) ineffectiveness of security
documents or material loss of collateral; (f) bankruptcy; (g) legal prohibitions
on performance of obligations under the loan documentation; and (h) material
adverse change. Upon the occurrence of an event of default, the amounts
outstanding under the loan facility may be accelerated and become immediately
due and payable.
In connection with the new term loan facility, Nordural also entered into
the following agreements on February 10, 2005:
- Accounts Pledge Agreement, among Nordural, Kaupthing Bank hf., as
security trustee and Kaupthing Bank hf. and Landsbanki Islands hf.,
as account banks (the "Accounts Pledge Agreement");
- Declaration of Pledge, between Nordural and Kaupthing Bank hf., as
security trustee (the "Declaration of Pledge");
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- Securities Pledge Agreement, among Nordural Holdings I ehf.,
Nordural Holdings II ehf., Nordural and Kaupthing Bank hf., as
security trustee (the "Securities Pledge Agreement"); and
- General Bond, between Nordural and Kaupthing Bank hf., as security
trustee (the "General Bond").
Landsbanki Islands hf. and Kaupthing Bank hf. were the arrangers and
banks, as well as the agent and the security trustee, respectively, under the
Senior Facility Agreement. Landsbanki Islands hf. and Kaupthing Bank hf. and/or
their affiliates have from time to time performed and may in the future perform
various commercial banking services for Nordural in the ordinary course of
business, for which they received or will receive customary fees.
Credit Suisse First Boston International, which is a lender party to the
Loan Agreement, has an affiliate which acted as (i) an underwriter in connection
with Century's April 2004 public equity offering of its common stock, (ii) as
dealer manager and solicitation agent in connection with Century's tender offer
and consent solicitation for its 11 3/4% senior secured first mortgage notes due
2008, (iii) as an initial purchaser in connection with Century's private
offering of $175.0 million aggregate principal amount of its 1.75% Convertible
Senior Notes due August 1, 2024 and (iv) as an initial purchaser in connection
with Century's private offering of $250.0 million aggregate principal amount of
its 7.5% Senior Notes due August 15, 2014. An affiliate of Credit Suisse First
Boston International is also a lender under Century's revolving credit facility.
Credit Suisse First Boston International and/or its affiliates have from time to
time performed and may in the future perform various financial advisory,
commercial banking and investment banking services for Century in the ordinary
course of business, for which it has received or will receive customary fees.
The description of the Loan Agreement, the Accounts Pledge Agreement, the
Declaration of Pledge, the Securities Pledge Agreement and the General Bond set
forth above does not purport to be complete and is qualified in its entirety by
reference to the Loan Agreement, the Accounts Pledge Agreement, the Declaration
of Pledge, the Securities Pledge Agreement and the General Bond, copies of which
are incorporated herein by reference as Exhibits 10.1, 10.2, 10.3, 10.4 and
10.5, respectively, to this Current Report on Form 8-K.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
For information regarding termination of the Senior Facility Agreement,
see Item 1.01, which is incorporated herein by reference.
Landsbanki Islands hf. and Kaupthing Bank hf. were the arrangers and
banks, as well as the agent and the security trustee, respectively, under the
Senior Facility Agreement. Landsbanki Islands hf. and Kaupthing Bank hf., which
are the administrative agent and the security trustee, respectively, under the
Loan Agreement, served as lead arrangers for the new term loan facility. In
addition, Landsbanki Islands hf. and Kaupthing Bank hf. and/or their affiliates
have from time to time performed and may in the future perform various
commercial banking services for Nordural in the ordinary course of business, for
which they received or will receive customary fees.
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See Item 1.01, which is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On February 11, 2005, Century issued a press release announcing that
Nordural had executed its new term loan facility. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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10.1 Loan Agreement, dated as of February 10, 2005, among
Nordural ehf., the several lenders from time to time
parties thereto, Landsbanki Islands hf., as
administrative agent and Kaupthing Bank hf., as security
trustee (incorporated by reference to Century Aluminum
Company's Registration Statement on Form S-1, as
amended, Registration No. 333-121255).
10.2 Accounts Pledge Agreement, dated as of February 10,
2005, among Nordural ehf., Kaupthing Bank hf., as
security trustee and Kaupthing Bank hf. and Landsbanki
Islands hf. as account banks (incorporated by reference
to Century Aluminum Company's Registration Statement on
Form S-4, as amended, Registration No. 333-121729).
10.3 Declaration of Pledge, dated as of February 10, 2005,
between Nordural ehf. and Kaupthing Bank hf., as
security trustee (incorporated by reference to Century
Aluminum Company's Registration Statement on Form S-4,
as amended, Registration No. 333-121729).
10.4 Securities Pledge Agreement, dated as of February 10,
2005, among Nordural Holdings I ehf., Nordural Holdings
II ehf., Nordural ehf. and Kaupthing Bank hf., as
security trustee (incorporated by reference to Century
Aluminum Company's Registration Statement on Form S-4,
as amended, Registration No. 333-121729).
10.5 General Bond, dated as of February 10, 2005, between
Nordural ehf. and Kaupthing Bank hf., as security
trustee (incorporated by reference to Century Aluminum
Company's Registration Statement on Form S-4, as
amended, Registration No. 333-121729).
99.1 Press Release, dated February 11, 2005, announcing the
execution by Nordural ehf. of its new term loan
facility.
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This Current Report on Form 8-K, together with the information in Exhibit
99.1, may contain "forward-looking statements" within the meaning of the U.S.
federal securities laws. Century 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
Century'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 Century's filings with the U.S. Securities and
Exchange Commission. Century 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.
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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 thereunto duly authorized.
CENTURY ALUMINUM COMPANY
Date: February 16, 2005 By: /s/ Gerald J. Kitchen
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Name: Gerald J. Kitchen
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Loan Agreement, dated as of February 10, 2005, among
Nordural ehf., the several lenders from time to time
parties thereto, Landsbanki Islands hf., as
administrative agent and Kaupthing Bank hf., as security
trustee (incorporated by reference to Century Aluminum
Company's Registration Statement on Form S-1, as
amended, Registration No. 333-121255).
10.2 Accounts Pledge Agreement, dated as of February 10,
2005, among Nordural ehf., Kaupthing Bank hf., as
security trustee and Kaupthing Bank hf. and Landsbanki
Islands hf. as account banks (incorporated by reference
to Century Aluminum Company's Registration Statement on
Form S-4, as amended, Registration No. 333-121729).
10.3 Declaration of Pledge, dated as of February 10, 2005,
between Nordural ehf. and Kaupthing Bank hf., as
security trustee (incorporated by reference to Century
Aluminum Company's Registration Statement on Form S-4,
as amended, Registration No. 333-121729).
10.4 Securities Pledge Agreement, dated as of February 10,
2005, among Nordural Holdings I ehf., Nordural Holdings
II ehf., Nordural ehf. and Kaupthing Bank hf., as
security trustee (incorporated by reference to Century
Aluminum Company's Registration Statement on Form S-4,
as amended, Registration No. 333-121729).
10.5 General Bond, dated as of February 10, 2005, between
Nordural ehf. and Kaupthing Bank hf., as security
trustee (incorporated by reference to Century Aluminum
Company's Registration Statement on Form S-4, as
amended, Registration No. 333-121729).
99.1 Press Release, dated February 11, 2005, announcing the
execution by Nordural ehf. of its new term loan
facility.
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