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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 19, 2005
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CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27918 13-3070826
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(Address of principal executive offices) (Zip Code)
(831) 642-9300
(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 19, 2005, Century Aluminum Company (the "Company") and
certain of its direct and indirect domestic subsidiaries (together with the
Company, the "Borrowers") entered into a new five-year $100.0 million senior
secured revolving credit facility (the "New Credit Facility") with a syndicate
of lending institutions (the "Lenders"). Bank of America, N.A. is the
administrative agent (the "Agent") under the New Credit Facility. The New Credit
Facility, which expires on May 25, 2010, provides for borrowings of up to $100.0
million in the aggregate, including up to $25.0 million under a letter of credit
sub-facility. The New Credit Facility replaces the Company's existing $100.0
million senior secured revolving credit facility (the "Existing Credit
Facility"). No amounts have been borrowed under the New Credit Facility through
the date hereof, although the Borrowers may in the future use the New Credit
Facility to repay existing indebtedness, to issue standby or commercial letters
of credit, to finance permitted capital expenditures and for ongoing working
capital needs and other general corporate purposes.
The Borrowers' obligations under the New Credit Facility are guaranteed by
certain of the Company's domestic subsidiaries and secured by a first priority
security interest in favor of the Lenders in all of the Borrowers' accounts
receivable, inventory and certain bank accounts. The availability of funds under
the revolving credit facility is limited by a specified borrowing base
consisting of accounts receivable and inventory which meet customary eligibility
criteria. Amounts outstanding under the revolving credit facility bear interest,
at the Company's option, at LIBOR or the Bank of America base rate plus, in each
case, an applicable interest margin.
The Loan Agreement contains customary covenants, including restrictions on
mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends
and distributions, capital expenditures, dispositions of collateral and
investments, and customary events of default, including nonpayment,
misrepresentation, breach of covenant, bankruptcy, change of ownership, certain
judgments and certain cross defaults. Upon the occurrence of an event of
default, commitments under the New Credit Facility may be terminated and amounts
outstanding may be accelerated and declared immediately due and payable.
Affiliates of Credit Suisse, Cayman Branch and JPMorgan Chase Bank, N.A.,
which are each a lender under the New Credit Facility, and Bank of America,
N.A., which is administrative agent and a lender, have from time to time
participated as underwriters or initial purchasers in various offerings of the
Company's securities and have also provided financial advisory, commercial
banking and/or investment banking services for the Company in the ordinary
course of business for customary fees.
The description of the New Credit Facility set forth above is necessarily
limited and is qualified in its entirety by reference to the full terms and
conditions of the New Credit Facility as set forth in the Loan and Security
Agreement, dated as of September 19, 2005, among the Borrowers, the Lenders and
the Agent, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Concurrently with the Company's entry into the New Credit Facility
described in Item 1.01 above, the Company terminated the commitments for its
Existing Credit Facility as provided under the Revolving Credit Agreement, dated
as of April 2, 2001, by and among the Company, Century Aluminum of West
Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc., Metalsco, Ltd.
and NSA, Ltd., as borrowers, the lending institutions party thereto, Fleet
Capital Corporation, as Agent, Fleet Securities Inc., as Arranger, and Credit
Suisse First Boston, Inc., as Syndication Agent. There were no amounts
outstanding under the Existing Credit Facility when terminated and the Company
incurred no material early termination penalties as a consequence thereof.
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The information in this Form 8-K may contain "forward-looking statements"
within the meaning of U.S. federal securities laws. The Company has based its
forward-looking statements on current expectations and projections about the
future; however, these statements are subject to risks, uncertainties and
assumptions, any of which could cause the Company's actual results to differ
materially from those expressed in its forward-looking statements. More
information about these risks, uncertainties and assumptions can be found in the
risk factors and forward-looking statements cautionary language contained in the
Company's Annual Report on Form 10-K and in other filings made with the
Securities and Exchange Commission. The Company does not undertake, and
specifically disclaims, any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date such forward-looking statements are made.
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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 thereunto duly authorized.
CENTURY ALUMINUM COMPANY
Date: September 23, 2005 By: /s/ David W. Beckley
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Name: David W. Beckley
Title: Executive Vice President and
Chief Financial Officer
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