0001104659-22-127501.txt : 20221216
0001104659-22-127501.hdr.sgml : 20221216
20221216060108
ACCESSION NUMBER: 0001104659-22-127501
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221215
FILED AS OF DATE: 20221216
DATE AS OF CHANGE: 20221216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG
CENTRAL INDEX KEY: 0001032383
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34474
FILM NUMBER: 221466356
BUSINESS ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P O BOX 555 CH 6341 BAAR
CITY: SWITZERLAND
BUSINESS PHONE: 4142227722
MAIL ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P O BOX 555 CH 6341 BAAR
CITY: SWITZERLAND
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Glencore plc
CENTRAL INDEX KEY: 0001521365
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880]
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34474
FILM NUMBER: 221466354
BUSINESS ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
CITY: BAAR
STATE: V8
ZIP: CH-6341
BUSINESS PHONE: 41 41 709 2000
MAIL ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
CITY: BAAR
STATE: V8
ZIP: CH-6341
FORMER NAME:
FORMER CONFORMED NAME: Glencore Xstrata plc
DATE OF NAME CHANGE: 20130606
FORMER NAME:
FORMER CONFORMED NAME: GLENCORE INTERNATIONAL PLC
DATE OF NAME CHANGE: 20110520
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Glencore AG
CENTRAL INDEX KEY: 0001449539
STATE OF INCORPORATION: V8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34474
FILM NUMBER: 221466355
BUSINESS ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P.O. BOX 1301
CITY: BAAR
STATE: V8
ZIP: CH-6341
BUSINESS PHONE: 41 41 709 2512
MAIL ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P.O. BOX 1301
CITY: BAAR
STATE: V8
ZIP: CH-6341
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTURY ALUMINUM CO
CENTRAL INDEX KEY: 0000949157
STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334]
IRS NUMBER: 133070826
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 SOUTH WACKER DRIVE
STREET 2: SUITE 1000
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 3126963101
MAIL ADDRESS:
STREET 1: 1 SOUTH WACKER DRIVE
STREET 2: SUITE 1000
CITY: CHICAGO
STATE: IL
ZIP: 60606
4
1
tm2232820-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-12-15
0
0000949157
CENTURY ALUMINUM CO
CENX
0001032383
GLENCORE INTERNATIONAL AG
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR
V8
CH-6340
SWITZERLAND
0
0
1
0
0001449539
Glencore AG
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR
V8
CH-6340
SWITZERLAND
0
0
1
0
0001521365
Glencore plc
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR
V8
CH-6340
SWITZERLAND
0
0
1
0
Common Stock
2022-12-15
4
J
0
27500000
A
27500000
D
Common Stock
11701321
I
See Footnote
Call Option (right to buy)
2.7046
2022-12-15
4
J
0
1
D
2017-09-14
2022-12-31
Common Stock
27500000
0
I
See Footnote
Total Return Swap (right to buy)
2022-12-15
4
J
1
1
D
2022-12-31
2022-12-31
Common Stock
27500000
0
I
See Footnote
Call Option (right to buy)
100
2022-12-15
4
J
0
1
D
2017-09-14
2027-09-14
Common Stock
27500000
0
I
See Footnote
On September 14, 2017, Glencore AG, a wholly-owned subsidiary of Glencore International AG, entered into a series of transactions (the "2017 Transactions") with Ryfold Limited ("Ryfold") and Givolon Limited, currently a wholly-owned subsidiary of Ryfold ("Givolon"), in connection with a financing (the "Financing") to be secured by a pledge by Givolon of 27,500,000 shares of Common Stock (the "Specified Shares").
The 2017 Transactions included (i) Glencore AG's sale to Givolon of the Specified Shares at a per share price of $18.03075, and (ii) the acquisition by Glencore AG from Givolon, for a premium of $15.32613 per share, of the American-style call option reported on Line 1 of Table II, which gives Glencore AG the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Specified Shares at a price equal to $2.70462 per share of Common Stock (the "Century Call Option").
The 2017 Transactions also included the stock-settled total return swap reported on Line 2 of Table II, which will automatically terminate if the Century Call Option is exercised, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares and upon settlement of which Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG and Glencore AG will be obligated to pay to Givolon the reference price of $18.03075 per share (the "Century TRS").
The 2017 Transactions additionally included (i) Glencore AG's sale to Ryfold of 100% of the equity interest in Givolon for an aggregate price of $100, and (ii) the acquisition by Glencore AG from Ryfold, for aggregate premium of $100, of the American-style call option reported on Line 3 of Table II, which gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option").
In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG.
The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG.
Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG.
GLENCORE INTERNATIONAL AG By: /s/ Martin Haering, Name: Martin Haering, Title: Officer
2022-12-15
By: /s/ Derrick Crowley, Name: Derrick Crowley, Title: Officer
2022-12-15
GLENCORE AG By: /s/ Stephan Huber, Name: Stephan Huber, Title: Director
2022-12-15
By: /s/ Martin Haering, Name: Martin Haering, Title: Director
2022-12-15
GLENCORE PLC By: /s/ John Burton, Name: John Burton, Title: Company Secretary
2022-12-15