SEC Form 4 · accession 0001144204-17-048110

CENTURY ALUMINUM CO · CENX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reported securities (the "Specified Shares") are held by Givolon Limited ("Givolon") and prior to the transaction described in the following sentence, were held indirectly by each of Glencore AG, Glencore AG's parent, Glencore International AG ("Glencore International") and its parent, Glencore plc. On September 14, 2017 (the "Effective Date"), Glencore AG sold to Ryfold Limited ("Ryfold") 100% of the equity interests in Givolon (of which Glencore AG was the sole shareholder) for the aggregate purchase price of $100 (the "Givolon Sale"). Prior to the Givolon Sale on the Effective Date, Givolon, a wholly-owned subsidiary of Glencore AG at such time, purchased from Glencore AG the Specified Shares for the aggregate price of $495,845,625, or $18.03075 per share (the "Specified Shares Sale"). Immediately following the Specified Shares Sale, Glencore AG continued to hold directly 9,971,319 shares of Common Stock as set forth on row 2 in Table I.
• F10Upon expiration of the First Swap, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,729,302 shares of common stock referenced by the First Swap (the "First Subject Shares") from the $9.719270 per share volume weighted average price calculated during the initial averaging period for the First Swap (which ended on September 15, 2010) to the volume weighted average price of the First Subject Shares during the final valuation period preceding the expiration of the term of the First Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
• F11Pursuant to the Swap Agreement, on March 11, 2011, Glencore International received economic exposure pursuant to a Swap (the "Second Swap") entered into between Glencore International and Citi with an initial expiration date of March 11, 2013 (subsequently extended twice to September 17, 2017).
• F12Upon expiration of the Second Swap, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,400,000 shares of common stock referenced by the Second Swap (the "Second Subject Shares") from the $16.6582 per share volume weighted average price calculated during the initial averaging period for the Second Swap (which ended on March 11, 2011) to the volume weighted average price of the Second Subject Shares during the final valuation period preceding the expiration of the term of the Second Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
• F13Under the terms of the Swap Agreement, generally, Glencore International will be obligated to post cash collateral to Citi and pay to Citi certain fees and commissions and Citi will be obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the Company on the First Subject Shares and the Second Subject Shares.
• F14On September 14, 2017 the expiration date of each of the First Swap and the Second Swap was extended to April 17, 2018 and thereafter will automatically extend for successive seven month periods, with a final expiration date of March 17, 2021, subject to termination at Glencore Canada's election on any automatic extension date.
• F15The cash settled total return swaps reported in Table II are held directly by Glencore Canada (following Glencore International's transfer to it of the Citi Swap Agreement and all agreements and transactions thereunder on September 14, 2017), and may be deemed to be beneficially owned indirectly by Glencore plc. The cash settled total return swaps do not give Glencore Canada or the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer, and accordingly, the reporting persons disclaim any beneficial ownership in the First Subject Shares and the Second Subject Shares. Glencore Canada does not beneficially own (within the meaning of Rule13d-3) any equity securities of the Company of a class registered pursuant to Section 12 of the Securities Act of 1933, as amended.
• F2On the Effective Date, Glencore AG and Givolon entered into an ISDA Master Agreement in the form of the 1992 ISDA Master Agreement (Multi-currency - Cross Border) together with a related Schedule thereto (the "Master Agreement") and a related Total Return Swap Confirmation, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares at a reference price equal to $18.03075 per share of Common Stock, under a stock-settled total return swap (the "Century TRS"). The Century TRS is scheduled to expire and settle on December 31, 2022 (following expiration of the Century Call Option (defined below)) (the "Expiration Date").
• F3Under the Century TRS, (i) with respect to the period of time prior to the settlement of the Century TRS, (A) Glencore AG will be obligated to pay certain fees to Givolon, and (B) Givolon will be obligated to pay to Glencore AG an amount equal to any dividends and other distributions that would have been paid by Century Aluminum Company on a number of shares equal to the Specified Shares; and (ii) at settlement of the Century TRS, (A) Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG, and (B) Glencore AG will be obligated to pay to Givolon $18.03075 for each such share.
• F4On the Effective Date, Glencore AG and Givolon entered into a Century Call Option Confirmation pursuant to the Master Agreement, pursuant to which Glencore AG acquired an American-style call option that gives Glencore AG the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Specified Shares at a price equal to $2.70462 per share of Common Stock (the "Century Call Option"). Glencore AG paid Givolon a premium of $15.32613 per share for the Century Call Option. The Century Call Option is scheduled to expire on the Expiration Date, prior to the time the Century TRS is scheduled to settle.
• F5Under the terms of the Century TRS and the Century Call Option, the Century TRS is scheduled to expire and settle after expiration of the Century Call Option, so that Glencore AG will acquire a number of shares equal to the Specified Shares under the Century TRS even if Glencore AG does not exercise the Century Call Option. In addition, the Century TRS will automatically terminate, with no remaining obligations on the part of either party, upon exercise of the Century Call Option. As a result, under the Century TRS and the Century Call Option, Glencore AG has the right to acquire and Givolon has the obligation to deliver to Glencore AG an aggregate number of shares equal to the Specified Shares. Givolon has granted to Glencore AG the irrevocable right to vote and to direct the voting of the Specified Shares.
• F6On the Effective Date, Glencore AG and Ryfold entered into a Call Option Agreement pursuant to which Glencore AG acquired an American-style call option that gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option"). The Givolon Call Option will expire on September 14, 2027. Glencore AG paid Ryfold an aggregate premium of $100 for the Givolon Call Option. Givolon holds directly a number of shares equal to the Specified Shares, which shares are indirectly owned by each of Ryfold, The Ryfold Trust, which is the parent of Ryfold, and Estera Trust (Jersey) Limited solely in its capacity as trustee of The Ryfold Trust.
• F7The shares of Common Stock reported on Table I and the Total Return Swap and the Call Options reported on Table II are held directly by Glencore AG, and indirectly by each of Glencore AG's parent, Glencore International and its parent, Glencore plc.
• F8On July 2, 2010, Glencore International entered into a Master Terms and Conditions for Swap Transactions agreement (the "Swap Agreement") with Citigroup Global Markets Inc. ("Citi"), pursuant to which Glencore International and Citi may, from time to time, enter into cash-settled total return swaps (the "Swaps"). On September 14, 2017 Glencore International transferred all of its rights and obligations under the Citi Swap Agreement and all agreements and transactions thereunder to Glencore Canada Corporation, an indirect wholly owned subsidiary of Glencore plc ("Glencore Canada").
• F9Pursuant to the Swap Agreement, on September 15, 2010, Glencore International received economic exposure pursuant to a Swap (the "First Swap") entered into between Glencore International and Citi with an initial expiration date of September 17, 2012 (subsequently extended twice to September 17, 2017).