1 unchanged sentence
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
−Removed: Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), effective August 10, 2012, added a new subsection (r) to Section 13 of the Exchange Act, which requires issuers that file periodic reports with the SEC to disclose in their annual and quarterly reports whether, during the reporting period, they or any of their “affiliates” (as defined in Rule 12b-2 under the Exchange Act) have knowingly engaged in specified activities or transactions relating to Iran, including activities not prohibited by U.S.
+Added: Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), effective August 10, 2012, added a new subsection (r) to Section 13 of the Exchange Act, which requires issuers that file periodic reports with the SEC to disclose in their annual and quarterly reports whether, during the reporting period, they or any of their
+Added: “affiliates” (as defined in Rule 12b-2 under the Exchange Act) have knowingly engaged in specified activities or
+Added: transactions relating to Iran, including activities not prohibited by U.S.
law and conducted outside the U.S.
affiliates in compliance with applicable laws.
−Removed: Issuers must also file a notice with the SEC if any disclosable activity under ITRA has been included in an annual or quarterly report.
−Removed: Because the SEC defines the term “affiliate” broadly, our largest stockholder may be considered an affiliate of the Company despite the fact that the Company has no control over its largest stockholder’s actions or the actions of its affiliates.
−Removed: As such, pursuant to Section 13(r)(1)(D)(iii) of the Exchange Act, the Company hereby discloses the following information provided by our largest stockholder regarding transactions or dealings with entities controlled by the Government of Iran (“the GOI”):
−Removed: During the quarter ended June 30, 2020, non-U.S.
+Added: Issuers must also file a notice with the SEC if any disclosable
+Added: activity under ITRA has been included in an annual or quarterly report.
+Added: Because the SEC defines the term “affiliate” broadly, our largest stockholder may be considered an affiliate of the
+Added: Company despite the fact that the Company has no control over its largest stockholder’s actions or the actions of its
+Added: As such, pursuant to Section 13(r)(1)(D)(iii) of the Exchange Act, the Company hereby discloses the
+Added: following information provided by our largest stockholder regarding transactions or dealings with entities controlled
+Added: by the Government of Iran (“the GOI”):
+Added: During the quarter ended September 30, 2020, non-U.S.
affiliates of the largest stockholder of the Company (“the non-U.S.
2 unchanged sentences
The gross revenue of the non-U.S.
−Removed: Stockholder Affiliates related to the contracts did not exceed the value of USD $72 million for the quarter ended June 30, 2020.
+Added: Stockholder Affiliates related to the contracts did not exceed the value of USD $131 million for the quarter ended September 30, 2020.
Stockholder Affiliates do not allocate net profit on a country-by-country or activity-by-activity basis, but estimate that the net profit attributable to the contracts would not exceed a small fraction of the gross revenue from such contracts.
5 unchanged sentences
The Company and its global subsidiaries had no transactions or activities requiring disclosure under ITRA, nor were we involved in the transactions described in this section.
−Removed: As of the date of this report, the Company is not aware of any other activity, transaction or dealing by it or any of its affiliates during the quarter ended June 30, 2020 that requires disclosure in this report under Section 13(r) of the Exchange Act.
+Added: As of the date of this report, the Company is not aware of any other activity, transaction or dealing by it or any of its affiliates during the quarter ended September 30, 2020 that requires disclosure in this report under Section 13(r) of the Exchange Act.
Exhibit Number Description of Exhibit Incorporated by Reference Filed Herewith
Form File No.
−Removed: Indenture, dated as of July 1, 2020, by and among Century Aluminum Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee and noteholder collateral agent.
−Removed: 8-K 001-34474 July 2, 2020
−Removed: Form of 12.0% Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
−Removed: 8-K 001-34474 July 2, 2020
−Removed: Amendment No.
−Removed: 1 to the Second Amended and Restated Loan and Security Agreement, dated as of June 17, 2020, by and among the Company, certain subsidiaries of the Company, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the agent for the lenders.
−Removed: 8-K 001-34474 June 18, 2020
−Removed: Second Lien Pledge and Security Agreement, dated as of July 1, 2020, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as collateral agent.
−Removed: 8-K 001-34474 July 2, 2020
−Removed: Collateral Agency Agreement, dated as of July 1, 2020, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as trustee and collateral agent
−Removed: 8-K 001-34474 July 2, 2020
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
9 unchanged sentences
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: _______________________________
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.
Century Aluminum Company
−Removed: August 6, 2020 By:
+Added: November 5, 2020 By:
/s/ CRAIG CONTI
1 unchanged sentence
(Principal Financial Officer)
−Removed: August 6, 2020 By:
+Added: November 5, 2020 By:
/s/ ELISABETH INDRIANI
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.