Item 1.01.  Entry into a Material Definitive Agreement.
On July 1, 2020, Century Aluminum Company (the "Company") completed its
previously announced offering of $250 million aggregate principal amount of
12.0% Senior Secured Notes due 2025 (the "Notes"). The Notes were issued
pursuant to an indenture, dated as of July 1, 2020 (the "Indenture"), by and
among the Company, the guarantor subsidiaries of the Company named therein (the
"Guarantors") and Wilmington Trust, National Association, as trustee and
noteholder collateral agent ("Wilmington"). The Notes were offered and sold in
an underwritten transaction in the United States to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), to certain non-U.S. persons in transactions outside the
United States in reliance on Regulation S under the Securities Act, and to
certain institutional accredited investors in exempt transactions under the
Securities Act, including to an affiliate of Glencore plc who purchased
$95 million principal amount of the Notes from the initial purchasers on the
same terms and conditions as the other investors participating in the Notes
offering.
Interest on the Notes will accrue at a rate of (i) 10.00% per annum in cash and
(ii) 2.00% per annum in the form of additional notes or in cash, at the
Company's option and will be payable semiannually in arrears on January 1 and
July 1 of each year, commencing on January 1, 2021. The Company will make each
interest payment to the holders of record of the Notes on the immediately
preceding December 15 and June 15. The Notes will mature on July 1, 2025, unless
earlier redeemed or repurchased.
The Notes are guaranteed by all of the Company's domestic restricted
subsidiaries (subject to certain exceptions) and its obligations under the Notes
are secured (subject to certain exceptions and permitted liens) by liens on
substantially all of the Company's and the Guarantors' assets (other than
accounts receivable, deposit accounts and controlled investment accounts,
inventory, and certain related assets and any proceeds of the foregoing, which
secure the Company's indebtedness under its credit agreement (the "ABL
Collateral") and certain other excluded property). The Notes rank equally in
right of payment with all of the Company's existing and future senior
indebtedness, effectively senior to all of the Company's unsecured indebtedness
to the extent of the value of the collateral and senior to all of the Company's
existing and future subordinated indebtedness. The Notes rank effectively junior
to any obligations that are secured by liens on the collateral ranking senior to
the liens securing the Notes to the extent of the value of the assets securing
such liens or that are secured by assets that are not part of the collateral,
including the Company's obligations under its credit agreement to the extent of
the value of the ABL Collateral, which is not pledged to secure the Notes and
the related guarantees.
The Company and the other subsidiary grantors named therein entered into (i) a
Second Lien Pledge and Security Agreement, dated as of July 1, 2020, with
Wilmington, as collateral agent for the Notes (the "Security Agreement"), and
(ii) a Collateral Agency Agreement, dated as of July 1, 2020 with Wilmington, as
trustee and collateral agent for the Notes (the "Collateral Agreement"). The
Security Agreement and the Collateral Agreement contain the terms and conditions
of the security interest granted in connection with the Notes and the related
guarantees.
The Company may redeem any of the Notes, in whole or in part, before July 1,
2021 at a redemption price equal to 100% of the principal amount being redeemed
plus a make-whole premium, and beginning on July 1, 2021 at the following
redemption prices, in each case, plus accrued and unpaid interest thereon to the
redemption date:
     Date       Price
 July 1, 2021  105.00%
 July 1, 2022  102.50%
 July 1, 2023  101.25%
 July 1, 2024
and thereafter 100.00%

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In addition, before July 1, 2021, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued (calculated after giving
effect to any additional Notes) with the proceeds of certain equity offerings at
110.00% of their principal amount plus accrued and unpaid interest thereon to
the redemption date.
If the Company sells certain assets and does not apply the proceeds as required
under the Indenture or experiences specific kinds of changes of control, the
Company must in certain circumstances offer to repurchase the Notes from holders
at the prices set forth in the Indenture.
The Indenture contains covenants that, among other things, limit the Company's
ability and the ability of any of the Guarantors to (i) borrow money, (ii) pay
dividends, redeem or repurchase its capital stock, (iii) make investments, (iv)
sell assets, (v) create restrictions on the payment of dividends or other
amounts to the Company from the Guarantors, (vi) enter into transactions with
affiliates, (vii) enter into sale and lease back transactions, (viii) create
liens and (ix) consolidate, merge or sell all or substantially all of its
assets. These covenants are subject to a number of exceptions, limitations and
qualifications set forth in the Indenture.
Upon the occurrence of the events of default set forth in the Indenture,
Wilmington 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 its subsidiaries, all outstanding Notes will become due
and payable immediately without further action or notice on the part of
Wilmington or any holder of the Notes.
The foregoing summary of the Indenture, the Security Agreement and the
Collateral Agreement does not purport to be complete and is qualified in its
entirety by the terms of the Indenture, the Security Agreement and the
Collateral Agreement, copies of which are attached hereto as Exhibits 4.1, 10.1
and 10.2, respectively, and incorporated by reference herein.
Item 1.02.  Termination of a Material Agreement.
As previously announced, as of 5:00 p.m., New York City time, on June 26, 2020
(the "Tender Expiration Date"), the Company had received tenders for an
aggregate principal amount of $243,690,000 of its 7.500% Senior Secured Notes
due 2021 (the "7.5% Notes") pursuant to its previously announced cash tender
offer (the "Tender Offer") for any and all of the aggregate $250,000,000
outstanding principal amount of 7.5% Notes, which commenced on June 18, 2020,
with an additional $3,135,000 aggregate principal amount of Notes tendered
pursuant to the guaranteed delivery procedures of the Tender Offer.
On July 1, 2020, the Company accepted for purchase and purchased $243,690,000 in
aggregate principal amount of 7.5% Notes, which represented the total aggregate
principal amount validly tendered and not withdrawn in the Tender Offer, and
applied the net proceeds from the offering of the Notes described above,
together with cash on hand, toward payment of the total consideration amount to
holders whose 7.5% Notes were accepted and purchased in the Tender Offer.

On July 1, 2020, the Company notified the holders of outstanding 7.5% Notes that
were not purchased in the Tender Offer (the "Remaining 7.5% Notes") that the
Company had elected to redeem all such Remaining 7.5% Notes on July 31, 2020 in
accordance with the indenture governing the 7.5% Notes. On July 1, 2020, the
Company irrevocably deposited with Wilmington, as trustee under the indenture
governing the 7.5% Notes, an amount sufficient to fund the full redemption of
the Remaining 7.5% Notes on July 31, 2020. As a result, the Company's and the
guarantors' obligations under the indenture governing the 7.5% Notes have been
discharged.
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.

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Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number      Description
  4.1                 Indenture, dated as of July 1, 2020, by and among Century
                    Aluminum Company, the Guarantors (as defined therein) and
                    Wilmington Trust, National Association, as trustee and
                    noteholder collateral agent.
  4.2                 Form of 12.0% Senior Notes due 2025 (included as Exhibit A
                    to the Indenture filed as Exhibit 4.1).
  10.1                Second Lien Pledge and Security Agreement, dated as of
                    July 1, 2020, by and among Century Aluminum Company, the other
                    Grantors (as defined therein) and Wilmington Trust, National
                    Association, as collateral agent.
  10.2                Collateral Agency Agreement, dated as of July 1, 2020, by
                    and among Century Aluminum Company, the other Grantors (as
                    defined therein) and Wilmington Trust, National Association,
                    as trustee and collateral agent.
104                 Cover Page Interactive Data File (embedded within the Inline
                    XBRL document)

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