UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, Century Aluminum Company (“Century”) entered into an agreement with Noble Group Holdings Limited (“Noble Group Holdings”) to acquire Noble’s 55% ownership interest in Jamalco JV (“Jamalco”), a bauxite mining and alumina production joint venture in Jamaica (the “Jamalco Transaction”). Effective May 2, 2023, in connection with the consummation of the Jamalco Transaction, Century Aluminum Jamaica Holdings, Inc., a wholly-owned subsidiary of Century, entered into that certain Share Sale and Purchase Agreement (the “Purchase Agreement”) with Noble New Asset Intermediate Co Limited (“Seller”), Noble Group Holdings and Noble Resources International Pte. Ltd., pursuant to which it acquired all the outstanding share capital of General Alumina Holdings Limited, a subsidiary of Seller and the holder of Noble’s 55% interest in Jamalco, for US$1.00.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full terms and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The representations, warranties and covenants contained in the Purchase Agreement were made by the respective parties to each other as of the date of the Purchase Agreement or other specific dates. The statements expressed in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. Certain representations, warranties and covenants in the Purchase Agreement also may be modified by disclosure letters or references to data room disclosures that are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
| 10.1 | Share Sale and Purchase Agreement, dated as of May 2, 2023, by and among Century Aluminum Jamaica Holdings, Inc., Noble New Asset Intermediate Co Limited, Noble Group Holdings Limited and Noble Resources International Pte. Ltd. |
| 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 thereunto duly authorized.
| Date:May 5, 2023 | CENTURY ALUMINUM COMPANY | |
| By: | /s/ John DeZee | |
| Name: | John DeZee | |
| Title: | Executive Vice President, General Counsel and Secretary | |