Century Aluminum receives needed consents for 7½% senior notes

By Jennifer Chiou

New York, Nov. 19 - Century Aluminum Co. announced that it obtained the requisite consents in its exchange offer and consent solicitation for its $250 million of 7½% senior notes due 2014.

It received consents from holders of roughly 97% of the notes by the early deadline.

The company already said it received consents for 90% of its 1.75% convertible senior notes due 2024, as reported on Nov. 13.

It was seeking consents from holders of a majority of the notes.

When it extended the consent payment deadline, Century said it would pay an additional $20 for each 7½% note tendered by the consent date.

The consent payment deadline was prolonged to 11:59 p.m. ET on Nov. 18 from 11:59 p.m. ET on Nov. 10, and the expiration date was previously delayed until 11:59 p.m. ET on Dec. 3 from 11:59 p.m. ET on Nov. 25.

As already noted, the company said it was advised by its financial adviser that a group of holders purporting to represent a majority of the 7½% notes has indicated interest in participating in the exchange offer and consent solicitation on the amended terms. The extra $20 payment per $1,000 will be $10 in cash and $10 in new notes.

Those who tender their 7½% notes will receive $950 principal amount of newly issued 8% senior secured notes due May 15, 2014 for each $1,000 principal amount of notes exchanged.

The company is also offering a consent payment of $50 for each $1,000 principal amount of 7½% notes.

When the company began the solicitation, a news release from Bracewell & Giuliani LLP stated that a large holder of the 7½% notes was forming a group to consider the exchange and solicitation.

As announced on Nov. 13, the new notes to be issued in the exchange will be callable beginning on May 15, 2011 at an initial redemption price of 104 plus accrued interest. The redemption price will decline to 102 plus accrued interest and to par plus accrued interest on May 15, 2012 and May 15, 2013, respectively.

In addition, before May 15, 2011, the company may redeem up to 35% of the exchange notes with proceeds from offerings of some of Century's capital stock at 108 plus accrued interest.

In general, the covenants in the indenture governing the exchange notes will be based on those contained in the 7½% notes' indenture.

Century is soliciting consents to amend the note indenture to eliminate most restrictive covenants and modify some events of default.

Globic Advisors, Inc. is the information and exchange agent (212 227-9699). Houlihan Lokey is the solicitation agent (212 497-7864).

Century is a Monterey, Calif.-based producer of primary aluminum products.

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