Item 7.01 Regulation FD Disclosure.
On October 27, 2009, Century Aluminum Company issued a press release
announcing it expected to commence, on October 28, 2009, an exchange offer and
consent solicitation for its 7.5% Senior Notes due 2014 (the "2014 Notes") and a
separate consent solicitation for its 1.75% Senior Convertible Notes due 2024
(the "2024 Notes"). A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
Copies of the Offering Circular and Consent Solicitation Statement, dated
October 28, 2009 (the "Offering Circular and Consent Solicitation Statement")
related to the 2014 Notes exchange offer and consent solicitation and the
Consent Solicitation Statement, dated October 28, 2009 (the "Consent
Solicitation Statement") related to the 2024 Notes consent solicitation are
attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated
herein by reference.
The exchange offer and consent solicitation relating to the 2014 Notes and
the consent solicitation relating to the 2024 Notes are being made solely
pursuant to the Offering Circular and Consent Solicitation Statement and the
Consent Solicitation Statement, respectively. The Offering Circular and Consent
Solicitation Statement relating to the 2014 Notes and the Consent Solicitation
Statement relating to the 2024 Notes contain forward-looking statements and
include cautionary statements identifying important factors that could cause
actual results to differ materially from those anticipated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated October 27, 2009.
99.2 Offering Circular and Consent Solicitation Statement, dated October 28,
2009, related to the 2014 Notes exchange offer and consent solicitation
99.3 Consent Solicitation Statement, dated October 28, 2009, related to the
2024 Notes consent solicitation
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