−Removed: The following is an update to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
−Removed: Other than the following update, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
−Removed: You should carefully consider the risk factors set forth below and those contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings made with the Securities and Exchange Commission.
+Added: There have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, except for the changes disclosed in the subsequent quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.
+Added: You should carefully consider the risk factors in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings made with the Securities and Exchange Commission.
You should be aware that these risk factors and other information may not describe every risk facing our Company.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
−Removed: We may be unable to generate sufficient cash flow to meet our debt service requirements which may have a material adverse effect on our business, financial position, results of operations and liquidity.
−Removed: In April 2021, we issued $86.3 million in aggregate principal amount of the Convertible Notes and $250 million in aggregate principal amount of the 2028 Notes.
−Removed: A portion of the proceeds from the issuance of the Convertible Notes and the 2028 Notes were used to repurchase $195.9 million of the 2025 Notes tendered in a cash tender offer and to pay down revolving credit facilities, and the balance of the proceeds will be used to redeem the $54.1 million of the 2025 Notes that were not tendered in the tender offer on May 14, 2021.
−Removed: Our ability to pay interest on and to repay or refinance our debt will depend upon our access to additional sources of liquidity and future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control.
−Removed: Accordingly, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay debt service obligations, refinance our existing debt or to fund our other liquidity needs.
−Removed: If we are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our debt or seek additional equity or debt capital.
−Removed: There can be no assurance that we would be able to accomplish those actions on satisfactory terms, or at all.
−Removed: If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity.
−Removed: Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
−Removed: The conversion of some or all of the Convertible Notes may dilute the ownership interests of our stockholders.
−Removed: Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.
−Removed: If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.
−Removed: In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
−Removed: The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.
−Removed: We will account for the Convertible Notes in accordance with U.S.
−Removed: Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”).
−Removed: The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.
−Removed: Volatility in these measures could adversely affect the trading price of our common stock.
−Removed: If any of the conditions to the convertibility of the Convertible Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term,
−Removed: This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital.
−Removed: We may be required to report diluted earnings per share using an “if-converted” method.
−Removed: Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive.
−Removed: The application of the if-converted method may reduce our reported diluted earnings per share.
−Removed: The capped call transactions may affect the value of the notes and our common stock.
−Removed: In connection with the pricing of the Convertible Notes, we entered into capped call transactions with various option counterparties.
−Removed: The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.
−Removed: From time to time, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes).
−Removed: This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes.
−Removed: The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.
−Removed: We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock.
−Removed: In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
−Removed: We are subject to counterparty risk with respect to the capped call transactions.
−Removed: The option counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that one or more of such option counterparties may default under the capped call transactions.
−Removed: Our exposure to the credit risk of the option counterparties will not be secured by any collateral.
−Removed: If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, with respect to such option counterparty’s obligations under the relevant capped call transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction.
−Removed: Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in our common stock market price and in the volatility of the market price of our common stock.
−Removed: In addition, upon a default by any of the option counterparties, we may suffer adverse tax consequences and dilution with respect to our common stock.
−Removed: We can provide no assurance as to the financial stability or viability of any of the option counterparties.
Unregistered Sales of Equity Securities and Use of Proceeds
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.