Item 1.01. Entry into a Material Definitive Agreement.



On April 9, 2021, Century Aluminum Company (the "Company") completed its
previously announced private offering of $75 million aggregate principal amount
of 2.75% Convertible Senior Notes due 2028 (the "Notes"). In addition, pursuant
to a purchase agreement, dated April 6, 2021 with Credit Suisse Securities (USA)
LLC, as representative of the several initial purchasers named therein (the
"Initial Purchasers") with respect to the Notes, the Company granted the Initial
Purchasers an option to purchase up to an additional $11.25 million aggregate
principal amount of Notes, which option was exercised in full on April 7, 2021.
The net proceeds from the sale of the Notes issued on April 9, 2021 (after
deducting the Initial Purchasers' discount and estimated offering expenses) were
approximately $82.9 million.

In connection with closing of the sale of the Notes, on April 9, 2021, the
Company entered into an indenture (the "Indenture") with Wilmington Trust,
National Association, as trustee (the "Trustee"), pursuant to which the Company
issued $86.25 million aggregate principal amount of Notes. The Notes were issued
at a price of 100.00% of their aggregate principal amount, 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, and will mature on May
1, 2028, unless earlier converted, repurchased or redeemed.

All or any portion of the Notes may be converted at the option of the holder at
any time prior to the close of business on the business day immediately
preceding February 1, 2028 only upon satisfaction of specified conditions and
during certain periods. On or after February 1, 2028 until the close of business
on the second scheduled trading day immediately preceding the maturity date,
holders may convert all or any portion of their Notes at the option of the
holder regardless of these conditions.

The initial conversion rate is 53.3547 shares of the Company's common stock per
$1,000 principal amount of Notes (equivalent to an initial conversion price of
approximately $18.74 per share of the Company's common stock). The Notes will be
convertible into cash, shares of the Company's common stock or a combination of
cash and shares of the Company's common stock, at the Company's election. The
conversion rate will be subject to adjustment upon the occurrence of certain
specified events but will not be adjusted for any accrued and unpaid special
interest. In addition, upon the occurrence of a "make-whole fundamental change"
(as defined in the Indenture) or an issuance of a notice of redemption by the
Company, the Company will, in certain circumstances, increase the conversion
rate by a number of additional shares for a holder that elects to convert its
Notes in connection with such make-whole fundamental change or notice of
redemption.

The Company may not redeem the Notes prior to May 6, 2025. On or after May 6,
2025, the Company may redeem for cash all or part of the Notes at the Company's
option if the last reported sale price of the Company'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 the Company 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. In addition, holders of Notes may require the
Company to repurchase for cash all or any portion of their Notes in the event a
"fundamental change" (as defined in the Indenture) at a purchase price of 100%
of their principal amount of Notes plus any accrued and unpaid interest.

The Notes are the Company's senior unsecured obligations and rank senior in
right of payment to any of the Company's indebtedness that is expressly
subordinated in right of payment to the Notes; equal in right of payment to any
of the Company's unsecured indebtedness that is not so subordinated; effectively
junior in right of payment to any of the Company's senior, secured indebtedness
to the extent of the value of the assets securing such indebtedness; and
structurally junior to all indebtedness and other liabilities (including trade
payables) of the Company's subsidiaries.

Upon the occurrence of specified events of default as set forth in the
Indenture, the Trustee or the holders of at least 25% in aggregate principal
amount of the outstanding Notes may declare all the Notes to be due and payable
immediately. Upon the occurrence of certain bankruptcy or insolvency events
affecting the Company or certain of the Company's subsidiaries, all outstanding
Notes will automatically become due and payable without further action or notice
on the part of the Trustee or any holder of the Notes.

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The foregoing description is qualified in its entirety by reference to the text
of the Indenture, which is attached as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Capped Call Transactions



In connection with the pricing of the Notes, on April 6, 2021 and April 7, 2021,
the Company entered into privately negotiated capped call transactions (the
"Capped Calls") with the Initial Purchasers or their respective affiliates. The
Capped Calls each have an initial strike price of approximately $18.74 per
share, subject to certain adjustments, which corresponds to the initial
conversion price of the Notes. The Capped Calls have initial cap prices of
$22.95 per share. The Capped Calls cover, subject to anti-dilution adjustments,
the number of shares of the Company's common stock initially underlying the
Notes.

The Capped Calls are expected generally to reduce the potential dilution to the
Company's common stock upon any conversion of Notes and/or offset any cash
payments the Company is required to make in excess of the principal amount of
the Notes, as the case may be, in the event the market price per share of the
Company's common stock, as measured under the Capped Calls, is greater than the
strike price of the Capped Call, with such offset subject to a cap. If, however,
the market price per share of the Company's common stock, as measured under the
Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution
and/or there would not be an offset of such potential cash payments, in each
case, to the extent that the then-market price per share of the Company's common
stock exceeds the cap price. The Company used a portion of the net proceeds from
the issuance and sale of the Notes to purchase the Capped Calls. The final
component of the Capped Calls is scheduled to expire on April 27, 2028.

The description of the Capped Calls contained herein is qualified in its entirety by reference to the Form of Capped Call Confirmation attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The description set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number                   Description
  4.1                              Indenture, dated as of April 9, 2021,

between Century Aluminum Company and

Wilmington Trust, National Association
  4.2                              Form of 2.75% Convertible Senior Note

due 2028 (included in Exhibit 4.1)


  10.1                             Form of Capped Call Confirmation
104                              Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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