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Debt | 12 Months Ended
--- | ---
Dec. 31, 2020
Debt Disclosure [Abstract] |
Debt | Debt
| December 31,
| 2020 |  | 2019
Debt classified as current liabilities: |  |  |
Hawesville Term Loan - current portion (1) | $ | 20.0 |  |  | $ | 20.0 |
Hancock County industrial revenue bonds ("IRBs") due April 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) (2) | 7.8 |  |  | 7.8 |
U.S. Revolving Credit Facility (3) | — |  |  | 4.0 |
Debt classified as non-current liabilities: |  |  |
Iceland Revolving Credit Facility (4) | 45.0 |  |  | — |
12.0% senior secured notes due July 1, 2025, net of debt discount of $2.3 million and financing fees of $4.6 million at December 31, 2020, interest payable semiannually | 243.1 |  |  | — |
7.5% senior secured notes due June 2021, net of debt discount of $0.8 million at December 31, 2019 | — |  |  | 249.2 |
Hawesville Term Loan - less current portion (1), interest payable monthly | — |  |  | 20.0 |
Total | $ | 315.9 |  |  | $ | 301.0 |
(1)See "Hawesville Term Loan" below. At December 31, 2020, the applicable interest rate was LIBOR of 0.2% plus margin of 5.375%. As of December 31, 2020, we have made $20.0 million of principal payments and $1.9 million of interest payments. (2)The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRBs interest rate at December 31, 2020 was 0.3%. (3)We have elected to incur interest at a base rate plus applicable margin as defined within the agreement. (4)We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement. The interest rate at December 31, 2020 was 3.2% 12.0% Notes due 2025 General. On July 1, 2020, we issued $250.0 million in aggregate principal amount of 12.0% senior secured notes due 2025 (the "2025 Notes"). The 2025 Notes were issued at a discount and we received proceeds of $243.8 million, prior to payment of certain financing fees and related expenses. Fair Value. Fair value for our 2025 Notes, based on the latest trading data available, was $265.0 million as of December 31, 2020. Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements. Interest Rate. The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00% per annum in cash and (ii) 2.00% per annum in the form of additional notes or in cash, at our option. Maturity. The 2025 Notes mature on July 1, 2025. Seniority. The 2025 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of the collateral. Guaranty. Our obligations under the 2025 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral. Collateral. Our obligations under the 2025 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions): (i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property); (ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries; and (iii) proceeds of the foregoing. Under certain circumstances, the indenture and the security documents governing the 2025 Notes will permit us and the guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2025 Notes. Redemption Rights. Prior to July 1, 2021, we may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve-month period beginning on July 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:
Year | Percentage
2021 | 105.0%
2022 | 102.5%
2023 | 101.25%
2024 | 100.0%
Upon a change of control (as defined in the indenture governing the 2025 Notes), we will be required to make an offer to purchase the 2025 Notes at a purchase price equal to 101% of the outstanding principal amount of the 2025 Notes on the date of the purchase, plus accrued and unpaid interest to the date of purchase. Covenants. The indenture governing the 2025 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) incur additional liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into transactions with shareholders or affiliates; and (ix) effect a consolidation or merger. 7.5% Notes Tender Offer and Redemption In June 2020, we commenced a tender offer to the holders of the outstanding 7.5% senior secured notes due June 2021 (the "2021 Notes") and notified all such holders of our election to redeem all 2021 Notes not purchased in the tender offer on July 31, 2020. We received tenders for approximately $243.7 million in aggregate principal amount of the 2021 Notes and the remaining 2021 Notes were redeemed on July 31, 2020 at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest. As a result, the Company’s and the guarantors’ obligations under the indenture governing the 2021 Notes have been fully discharged. We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes. Based on the characteristics of the 2021 Notes and the 2025 Notes that were issued, the tender and redemption of the 2021 Notes are accounted for as an extinguishment of the debt. Accordingly, we have recorded a $1.2 million loss on early extinguishment of debt, consisting of the write-off of deferred financing costs and the debt discount associated with the 2021 Notes, as well as the tender fees paid as part of the tender offer. Hawesville Term Loan On April 29, 2019, we entered into a loan agreement with Glencore Ltd. pursuant to which the Company borrowed $40.0 million. Borrowings under the Hawesville Term Loan are being used to partially finance the second phase of the Hawesville restart project. The Hawesville Term Loan matures on December 31, 2021 and being repaid in twenty-four (24) equal monthly installments of principal that began on January 31, 2020. The Hawesville Term Loan bears interest monthly at a floating rate equal to LIBOR plus 5.375% per annum. The Hawesville Term Loan is not secured by any collateral. Prepayments. Any outstanding borrowings may be prepaid without penalty or premium in whole or in part without any charge, fee premium or penalty. Covenants. The agreement governing the Hawesville Term Loan contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) pay dividends; (iii) make investments or certain other restricted payments; (iv) enter into any restrictive agreement; (v) effect a consolidation or merger; (vi) change in business; and (vii) enter into transactions with affiliates. Events of Default. The Hawesville Term Loan also includes customary events of default, including nonpayment, breach of covenants, breach of representations and warranties, certain cross-default events and certain insolvency events. Upon the occurrence of an event of default, commitments under the Hawesville Term Loan may be terminated and amounts outstanding may be accelerated and declared immediately due and payable. U.S. Revolving Credit Facility General. We and certain of our direct and indirect domestic subsidiaries (the "Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (the "U.S. revolving credit facility"). The U.S. revolving credit facility provides for borrowings of up to $175.0 million in the aggregate, including up to $110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to $50.0 million, subject to agreement with the lenders. The U.S. revolving credit facility matures on May 16, 2023. Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. At December 31, 2020, there were no outstanding borrowings under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility. Status of our U.S. revolving credit facility:
| December 31, 2020
Credit facility maximum amount | $ | 175.0 |
Borrowing availability | 129.9 |
Outstanding letters of credit issued | 34.3 |
Outstanding borrowings | — |
Borrowing availability, net of outstanding letters of credit and borrowings | $ | 95.6 |
Borrowing Base. The availability of funds under the U.S. revolving credit facility is limited by a specified borrowing base consisting of the Borrower's accounts receivable and inventory which meet the eligibility criteria. Guaranty. The Borrowers' obligations under the U.S. revolving credit facility are guaranteed by certain of our domestic subsidiaries and secured by a continuing lien upon and a security interest in all of the Borrowers' accounts receivable, inventory and certain bank accounts. Each Borrower is liable for any and all obligations under the U.S. revolving credit facility on a joint and several basis. Interest Rates and Fees. Any amounts outstanding under the U.S. revolving credit facility will bear interest at our option of either LIBOR or a base rate, plus, in each case, an applicable interest margin. The applicable interest margin is determined based on the average daily availability for the immediately preceding quarter. In addition, we pay an unused line fee on undrawn amounts, less the amount of our letters of credit exposure. For standby letters of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of credit exposure is cash collateralized. Prepayments. We can make prepayments of amounts outstanding under the U.S. revolving credit facility, in whole or in part, without premium or penalty, subject to standard LIBOR breakage costs, if applicable. We may be required to apply the proceeds from sales of collateral accounts, other than sales of inventory in the ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments there under. Covenants. The U.S. revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements. Events of Default. The U.S. revolving credit facility also includes 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 U.S. revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable. Iceland Revolving Credit Facility General. Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $50.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended. Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility. The Iceland revolving credit facility has a term through November 2022. Status of our Iceland revolving credit facility:
| December 31, 2020
Credit facility maximum amount | $ | 50.0 |
Borrowing availability | 5.0 |
Outstanding letters of credit issued | — |
Outstanding borrowings | 45.0 |
Borrowing availability, net of outstanding letters of credit and borrowings | $ | 5.0 |
Borrowing Base. The availability of funds under the Iceland revolving credit facility is limited by a specified borrowing base consisting of inventory and accounts receivable of Grundartangi. Security. Grundartangi's obligations under the Iceland revolving credit facility are secured by a general bond under which Grundartangi's inventory and accounts receivable are pledged to secure full payment of the loan. Interest Rates and Fees. Any amounts outstanding under the Iceland revolving credit facility will bear interest at LIBOR plus a margin per annum. Prepayments. Any outstanding borrowings may be prepaid without penalty or premium in whole or in part. Covenants. The Iceland revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, dispositions of assets, compliance with permits, laws and payment of taxes, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio. Events of Default. The Iceland revolving credit facility also includes customary events of default, including nonpayment, loss of license, cessation of operations, unlawfulness, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults. Upon the occurrence of an event of default, commitments under the Iceland revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable. Contingent Obligation We have a contingent obligation in connection with the “unwind” of a contractual arrangement between CAKY, Big Rivers and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009. This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy. Our obligation to make repayments is contingent upon certain operating criteria for Hawesville and the LME price of primary aluminum. When the conditions for repayment are met, and for so long as those conditions continue to be met, we will be obligated to make principal and interest payments, in up to 72 monthly payments. Interest accrues at an annual rate equal to 10.94% and the term of the agreement is through December 2028. Based on the LME forward market prices for primary aluminum at December 31, 2020, we recognized a derivative asset which offsets our contingent obligation. As a result, our net liability decreased and we recognized a gain of $1.4 million for each of the years ended December 31, 2020 and 2019. These amounts are exactly offset by interest expense on the contingent obligation which is recorded in interest expense. In addition, we believe that we will not have any payment obligations for the contingent obligation through the term of the agreement, which expires in 2028. However, future increases in the LME forward market may result in a partial or full derecognition of the derivative asset and a corresponding recognition of a loss. The following table provides information about the balance sheet location and gross amounts offset:
Offsetting of financial instruments and derivatives |  | Balance sheet location |  | December 31, 2020 |  | December 31, 2019
Contingent obligation – principal |  | Other liabilities |  | $ | (12.9) |  |  | $ | (12.9) |
Contingent obligation – accrued interest |  | Other liabilities |  | (13.7) |  |  | (12.3) |
Contingent obligation – derivative asset |  | Other liabilities |  | 26.6 |  |  | 25.2 |
|  |  |  | $ | — |  |  | $ | — |
Industrial Revenue Bonds As part of the purchase price for our acquisition of the Hawesville facility, we assumed IRBs which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. The IRBs bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly. The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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