The Tender Offer will expire at
The Tender Offer is being undertaken to refinance the Notes with longer maturity financing.
The consideration for each
Title of Notes | CUSIP No./ ISIN (144A) | CUSIP No./ ISIN (Reg S) | Principal Amount Outstanding | Tender Offer Consideration (1) | ||
7.500% Senior Secured Notes due 2021 | 156431AK4/ US156431AK47 | U1565PAC0/ USU1565PAC06 |
(1) Per
The Tender Offer is not conditioned on any minimum amount of Notes being tendered. However, Century’s obligation to accept for purchase and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Century’s completion of a financing transaction (the “Financing”), on terms satisfactory to Century, pursuant to which Century receives net proceeds in an amount sufficient to pay, together with available cash on hand, the aggregate Tender Offer Consideration with respect to the Notes accepted for purchase in the Tender Offer, the aggregate redemption price of any Notes outstanding following the completion of the Tender Offer and fees and expenses associated with the Tender Offer. Following consummation of the Tender Offer, Notes that are purchased pursuant to the Tender Offer will be retired and cancelled and no longer remain outstanding obligations. Century reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.
With respect to the payment for the Notes that are validly tendered, that are not validly withdrawn and that are accepted for purchase, including those tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, payment will be made on the Settlement Date. It is anticipated that the Settlement Date for the Notes will be
On or about the Settlement Date, Century expects to issue a notice calling for the redemption on
None of Century, its subsidiaries or its affiliates, its or their respective boards of directors, officers or employees, the dealer manager, the tender agent and information agent or the trustee for the Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by Century or any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All of the Notes are held in book-entry form. Any beneficial owner whose Notes are held in book-entry form through a custodian bank, broker, dealer, commercial bank, trust company or other nominee and who wishes to tender their Notes should contact such custodian bank, broker, dealer, commercial bank, trust company or other nominee promptly and instruct such nominee to submit instructions on such beneficial owner’s behalf. In some cases, the custodian bank, broker, dealer, commercial bank, trust company or other nominee may request submission of such instructions on a beneficial owner’s instruction form. Please check with your nominee to determine the procedures for such firm.
Century has retained
For additional information regarding the terms of the Tender Offer, please contact
About
Cautionary Statements
This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, and may not be offered or sold in
This press release contains forward-looking statements that include, without limitation, statements with respect to Century’s intention to complete the Financing, the Tender Offer and the Redemption. Forward-looking statements are statements about future events and are based on our current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations that the projected outcomes can or will be achieved, and we do not undertake, and specifically disclaim, any obligation to revise any forward-looking statements to reflect the occurrence of future events or circumstances. For additional information regarding these risks and uncertainties associated with the Tender Offer, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase.
Contact
(Investors and media)
312-696-3112
Source: Century Aluminum Company
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