CENTURY ALUMINUM CO (Form: 8-K, Received: 02/09/2022 16:30:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 4, 2022

Century Aluminum Company

(Exact Name of Registrant as Specified in Charter)


Delaware	001-34474	13-3070826
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One South Wacker Drive
Suite 1000
Chicago
Illinois			60606
(Address of Principal Executive Offices)			(Zip Code)
(312)			696-3101
(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 4, 2022, Nordural Grundartangi ehf. ("Nordural Grundartangi"), a wholly-owned subsidiary of Century Aluminum Company, entered into an amendment to Nordural Grundartangi's Revolving Credit Facility, dated November 27, 2013, as amended,with Landsbankinn hf., as lender. The amendment, among other things, increases the facility amount from $50.0 million to $80.0 million, not to exceed 70% (increased from 65%) of the most recently reported aggregate amount of inventory and receivables, and also increases the margin applied to outstanding loans from 2.95% to 3.05%.

The description of the amendment set forth above is qualified in its entirety by reference to the full terms and conditions of the amendment a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is 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 information described above under Item 1.01 above is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
10.1						Amendment to Revolving Credit Facility, dated February 4, 2022, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

CENTURY ALUMINUM COMPANY

Date:

February 9, 2022

By:

/s/ John DeZee

Name:

John DeZee

Title:

Executive Vice President, General Counsel and Secretary

Exhibit 10.1

0106-36-028285

Amendment

to the Committed Revolving Credit Facility in the amount of USD 50.000.000,-, between Norðurál Grundartangi ehf., reg. no: 570297-2609, as the Borrower and Landsbankinn hf., reg. no. 471008-0280, as the Bank, dated November 27th 2013 as amended from time to time (hereinafter referred to as the “Agreement”).

The Borrower and the Bank have agreed to make the following amendments to the Agreement:

1)Facility Amount

Definition of “Facility Amount” in Clause 1.1 of the Agreement shall hereafter be as follows:

““Facility Amount”

means USD 80.000.000 (eighty million US dollars).”

2)Margin

Definition of “Margin” in Clause 1.1 of the Agreement shall hereafter be as follows:

““Margin”

means 3,05% (three point zero five per cent) per annum.”

3)Restriction of drawing

Clause 2.2. of the Agreement shall be deleted and replaced with the following clause:

“The aggregate Facility Amount may not at any time exceed 70% of the aggregate amount of the Borrower’s inventory and receivables as set forth on the most recent report provided by the Borrower to the Bank pursuant to Clause 4.2. (c).”

4)Other Provisions

The Borrower shall pay to the Bank an arrangement fee of USD 30.000. Furthermore, the Borrower shall pay to the bank a documentation fee of ISK 50.000.

The Borrower accepts by signing this amendment that the arrangement fee will be charged of the Borrower’s bank account no. 0186-38-100220 and the documentation fee will be charged of the Borrower’s bank account no. 0186-26-20.

Otherwise as not specifically stated in this amendment, the Agreement shall be unaffected and continue to be fully enforceable by the Bank. In addition, all security of any kind originally granted in favor of the Bank to secure liability of the Borrower arising under the Agreement (whether or not assigned to the Bank) shall remain fully effective and such security shall secure all monies owed (now and in the future) by the Borrower to the Bank both under the Agreement as varied by the amendment and under any other document howsoever arising.

[Signature page follows]

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The parties hereto have caused this amendment to be duly executed in Reykjavík on ____________________ 2022.

In confirmation of the above, this document is attested with a hand-written signature and witnessed or signed with a valid electronic signature in accordance with Act No. 55/2019, on Electronic Identification and Trust Services for Electronic Commerce.

On behalf of the Borrower On behalf of the Bank

_________________________________ _________________________________

Witnesses to the correct date and signature:

_________________________________ _________________________________

Name Id. No. Name Id. No.

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