3//SEC Filing
Estera Trust (Jersey) Ltd 3
Accession 0001144204-17-048120
CIK 0000949157other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 6:14 AM ET
Size
15.0 KB
Accession
0001144204-17-048120
Insider Transaction Report
Form 3
Estera Trust (Jersey) Ltd
10% Owner
Holdings
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $2.70From: 2017-09-14Exp: 2022-12-31→ Common Stock (27,500,000 underlying) - (indirect: See Footnote)
Total Return Swap (obligation to sell)
Exercise: $18.03From: 2022-12-31Exp: 2022-12-31→ Common Stock (27,500,000 underlying) - 27,500,000(indirect: See Footnote)
Common Stock
Ryfold Trust
10% Owner
Holdings
- 27,500,000(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $2.70From: 2017-09-14Exp: 2022-12-31→ Common Stock (27,500,000 underlying) - (indirect: See Footnote)
Total Return Swap (obligation to sell)
Exercise: $18.03From: 2022-12-31Exp: 2022-12-31→ Common Stock (27,500,000 underlying)
Ryfold Ltd
10% Owner
Holdings
- 27,500,000(indirect: See Footnote)
Common Stock
- (indirect: See Footnote)
Total Return Swap (obligation to sell)
Exercise: $18.03From: 2022-12-31Exp: 2022-12-31→ Common Stock (27,500,000 underlying) - (indirect: See Footnote)
Call Option (obligation to sell)
Exercise: $2.70From: 2017-09-14Exp: 2022-12-31→ Common Stock (27,500,000 underlying)
Footnotes (8)
- [F1]On September 14, 2017 (the "Effective Date"), Ryfold Limited ("Ryfold") purchased from Glencore AG 100% of the equity interests in Givolon Limited ("Givolon") for the aggregate consideration of $100 (the "Givolon Purchase"). At the time of the Givolon Purchase, Givolon owned 27,500,000 shares (the "Specified Shares") of Century Aluminum Corporation's common stock ("Common Stock"). Prior to the Givolon Purchase on the Effective Date, Givolon, a wholly-owned subsidiary of Glencore AG at such time, purchased from Glencore AG the Specified Shares for the aggregate price of $495,845,625, or $18.03075 per share.
- [F2]The shares of Common Stock reported on Table I and the Total Return Swap and the Call Options reported on Table II are held directly by Givolon, a direct wholly-owned subsidiary of Ryfold, and indirectly by each of Ryfold, The Ryfold Trust, which is the parent of Ryfold, and Estera Trust (Jersey) Limited ("Estera") solely in its capacity as trustee of The Ryfold Trust. Estera does not have and disclaims any pecuniary interest in the Common Stock reported on Table I and the Total Return Swap and the Call Options reported on Table II.
- [F3]On the Effective Date, Glencore AG and Givolon entered into an ISDA Master Agreement in the form of the 1992 ISDA Master Agreement (Multi-currency - Cross Border) together with a related Schedule thereto (the "Master Agreement") and a related Total Return Swap Confirmation, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares at a reference price equal to $18.03075 per share of Common Stock, under a stock-settled total return swap (the "Century TRS").
- [F4]The Century TRS is scheduled to expire and settle on December 31, 2022 (following expiration of the Century Call Option (defined below)) (the "Expiration Date").
- [F5]Under the Century TRS, (i) with respect to the period of time prior to the settlement of the Century TRS, (A) Glencore AG will be obligated to pay certain fees to Givolon, and (B) Givolon will be obligated to pay to Glencore AG an amount equal to any dividends and other distributions that would have been paid by Century Aluminum Company on a number of shares equal to the Specified Shares; and (ii) at settlement of the Century TRS, (A) Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG, and (B) Glencore AG will be obligated to pay to Givolon $18.03075 for each such share.
- [F6]On the Effective Date, Glencore AG and Givolon entered into a Century Call Option Confirmation pursuant to the Master Agreement, pursuant to which Glencore AG acquired an American-style call option that 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"). Glencore AG paid Givolon a premium of $15.32613 per share for the Century Call Option.
- [F7]The Century Call Option is scheduled to expire on the Expiration Date, prior to the time the Century TRS is scheduled to settle.
- [F8]Under the terms of the Century TRS and the Century Call Option, the Century TRS is scheduled to expire and settle after expiration of the Century Call Option, so that Glencore AG will acquire a number of shares equal to the Specified Shares under the Century TRS even if Glencore AG does not exercise the Century Call Option. In addition, the Century TRS will automatically terminate, with no remaining obligations on the part of either party, upon exercise of the Century Call Option. As a result, under the Century TRS and the Century Call Option, Glencore AG has the right to acquire and Givolon has the obligation to deliver to Glencore AG an aggregate number of shares equal to the Specified Shares. Givolon has granted to Glencore AG the irrevocable right to vote and to direct the voting of the Specified Shares.
Documents
Issuer
CENTURY ALUMINUM CO
CIK 0000949157
Entity typeother
IncorporatedJersey
Related Parties
1- filerCIK 0001716591
Filing Metadata
- Form type
- 3
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 6:14 AM ET
- Size
- 15.0 KB