Century Aluminum Company (NASDAQ:CENX) Files An 8-K Entry into a Material Definitive Agreement

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Century Aluminum Company (NASDAQ:CENX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 2, 2016, Century Aluminum of West Virginia, Inc.
(CAWV), a wholly-owned subsidiary of Century Aluminum Company
(Century), entered into an asset purchase agreement (the Asset
Purchase Agreement) with Applied Partners, Inc. (Applied
Partners) to which Applied Partners has agreed to acquire
substantially all of CAWVs assets, including CAWVs Ravenswood
aluminum smelter which has been curtailed since 2009. to the
Asset Purchase Agreement, Applied Partners has agreed to pay CAWV
$15 million in cash plus certain other post-closing cash payments
and to assume certain liabilities related to the purchased
assets. The transaction is expected to close in the first quarter
of 2017 and is subject to customary closing conditions.
The description of the Asset Purchase Agreement set forth above
is limited and qualified in its entirety by reference to the full
terms and conditions of the Asset Purchase Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and which is incorporated herein by this reference.
The Asset Purchase Agreement contains representations and
warranties by each of the parties to the Asset Purchase
Agreement. These representations and warranties have been made
solely for the benefit of the other party to the Asset Purchase
Agreement and: (a) should not in all instances be treated as
categorical statements of fact, but rather as a way of allocating
the risk to one of the parties if those statements prove to be
inaccurate; (b) have been qualified by disclosures that were made
to the other party in connection with the execution of the Asset
Purchase Agreement, which disclosures are not necessarily
reflected in the Asset Purchase Agreement; (c) may apply
standards of materiality in a way that is different from what may
be viewed as material to you or other investors; and (d) were
made only as of the date of the Asset Purchase Agreement or such
other date or dates as may be specified in the Asset Purchase
Agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not
describe the actual state of affairs as of the date they were
made or at any other time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
Description
10.1
Asset Purchase Agreement dated December 2, 2016 between
Century Aluminum of West Virginia, Inc. and Applied
Partners, Inc.
This Current Report on Form 8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements about future, not past,
events and involve certain important risks and uncertainties, any
of which could cause our actual results to differ materially from
those expressed in our forward-looking statements. More
information about the risks, uncertainties and assumptions
affecting Century can be found in the risk factors and
forward-looking statements cautionary language contained in our
Annual Report on Form 10-K and in other filings made with the
Securities and Exchange Commission. We do not undertake, and
specifically disclaim, any obligation to revise any
forward-looking statements to reflect the occurrence of future
events or circumstances.


About Century Aluminum Company (NASDAQ:CENX)