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 Entry into a Material Definitive Agreement.

On February 9, 2017, Century Aluminum of West Virginia, Inc.
(CAWV), a wholly-owned subsidiary of Century Aluminum Company
(Century), entered into a Settlement Agreement (the Settlement
Agreement) in potential settlement of the previously disclosed
retiree medical class action lawsuit pending before the District
Court for the Southern District of West Virginia. As previously
disclosed, in November 2009 CAWV filed a class action complaint
for declaratory judgment against the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union (the USW), the USWs local and
certain CAWV retirees, individually and as class representatives
(CAWV Retirees), seeking a declaration of CAWVs rights to
modify/terminate retiree medical benefits. Later in November
2009, the USW and representatives of a retiree class filed a
separate suit against CAWV, Century, Century Aluminum Master
Welfare Benefit Plan, and various John Does with respect to the
foregoing (collectively, the Century Entities). These actions
were consolidated under a lawsuit entitled Dewhurst, et al. v.
Century Aluminum Co., et al., and Century Aluminum of West
Virginia, Inc. v. United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, AFL-CIO/CLC, et al.
Under the terms of the Settlement Agreement, CAWV has agreed to
make payments into a trust for the benefit of the CAWV Retirees
in the aggregate amount of $23 million over the course of ten
years (the Settlement Amount). The Settlement Amount is payable
in installments with $5 million payable upon final approval by
the court of the Settlement Agreement and $2 million payable
annually thereafter for nine years. It is a condition to the
Settlement Agreement that all class members grant the Century
Entities a full and complete release of all claims that were
asserted or could have been asserted in the lawsuit.
The Settlement Agreement is subject to final court approval
following a notice period during which persons within the class
have the opportunity to object to the settlement or thereafter
appeal such approval. Final court approval is not expected before
the third quarter of 2017.
The Settlement Agreement does not constitute a concession or
admission of wrongdoing or liability by the Century Entities. The
Century Entities have entered into the Settlement Agreement
solely to avoid future inconvenience and protracted, costly
litigation.
A copy of the Settlement Agreement is attached hereto as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The description of the Settlement Agreement
is qualified in its entirety by reference to the full text of the
Settlement Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
10.1
Settlement Agreement dated February 9, 2017
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)

Century Aluminum Company (Century) is a holding company, which is a producer of primary aluminum and operates aluminum reduction facilities, or smelters, in the United States and Iceland. The Company operates through primary aluminum segment. Its primary aluminum facilities produce standard grade primary aluminum products. Its annual primary aluminum production capacity is approximately 1,013,000 tons per year (tpy). Its principal subsidiaries are Century Kentucky, Inc. (CAKY), Nordural ehf (Nordural), Century Aluminum Sebree LLC (Century Sebree), Century Aluminum of South Carolina (CASC) and Century Aluminum of West Virginia, Inc. (Century of West Virginia). Its CAKY operates a primary aluminum reduction facility in Hawesville, Kentucky (Hawesville). Nordural Grundartangi ehf, a subsidiary of Nordural, operates a primary aluminum reduction facility in Grundartangi, Iceland (Grundartangi). Its Mt. Holly, located in Goose Creek, South Carolina, is a primary aluminum reduction facility.

Century Aluminum Company (NASDAQ:CENX) Recent Trading Information

Century Aluminum Company (NASDAQ:CENX) closed its last trading session up +0.19 at 15.80 with 1,955,493 shares trading hands.