SEC Comment Letter for CENTURY ALUMINUM CO (CENX) (CIK 0000949157) (CENX) — Dec 7, 2009
CENTURY ALUMINUM CO (CENX) (CIK 0000949157)
Date: Dec. 7, 2009 · CIK: 0000949157 · Accession: 0000000000-09-068850
AI Filing Summary & Sentiment
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628 DIVISION OF CORPORATION FINANCE December 4, 2009 William J. Leatherberry, Esq. Senior Vice President and General Counsel Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, CA 93940 Re: Century Aluminum Company Application on Form T-3 Filed December 2, 2009 File No. 22-28921
Dear Mr. Leatherberry:
We have limited our review of your filing to the issues we have addressed in our comments. Where indicated, we think you should revise your a pplication in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you might have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General
1. Given that you have commenced the exchange offer and consent solicitation prior to filing this application for qualification of the indentur e, please tell us what consideration you have given to § 306(c) of the Trust Indenture Act of 1939. 2. We note that you engaged an “information and ex change agent” for the exchange offer and consent solicitation, as well as several other pr inting, financial, and le gal advisors. Please explain the duties performed by this information and exchange agent, specifically whether it or any other advisor were reta ined to or did make recommen dations with respect to the proposed exchange or encouragements to vote in a particular manner.
William J. Leatherberry, Esq. Century Aluminum Company December 4, 2009 Page 2 Closing Comments
As appropriate, please amend your Form T-3 in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly facilitate our review. Please understand that we may have additional comments after revi ewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Trust Indenture Act of 1939 and that they have provided all information investors require for an informed investment decision. Since the company and its ma nagement are in possession of all facts relating to a company’s disclosure, they are responsible fo r the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the Form T-3, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not re lieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or a ny person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcemen t has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
William J. Leatherberry, Esq. Century Aluminum Company December 4, 2009 Page 3 Please contact John Lucas at (202) 551-5798 or, in his absence, me at (202) 551-3745 with any questions. Sincerely,
H. Roger Schwall Assistant Director
cc: Via Facsimile
Rory Hood, Esq. (212) 755-7306
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
December 4, 2009
William J. Leatherberry, Esq. Senior Vice President and General Counsel Century Aluminum Company 2511 Garden Road Building A, Suite 200 Monterey, CA 93940
Re: Century Aluminum Company
Application on Form T-3 Filed December 2, 2009 File No. 22-28921
Dear Mr. Leatherberry:
We have limited our review of your filing to the issues we have addressed in our comments.
Where indicated, we think you should revise your a pplication in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these respects. We welcome any questions you might
have about our comments or any other aspect of our review. Feel free to call us at the telephone
numbers listed at the end of this letter. General
1. Given that you have commenced the exchange offer and consent solicitation prior to filing this application for qualification of the indentur e, please tell us what consideration you have
given to § 306(c) of the Trust Indenture Act of 1939.
2. We note that you engaged an “information and ex change agent” for the exchange offer and
consent solicitation, as well as several other pr inting, financial, and le gal advisors. Please
explain the duties performed by this information and exchange agent, specifically whether it
or any other advisor were reta ined to or did make recommen dations with respect to the
proposed exchange or encouragements to vote in a particular manner.
William J. Leatherberry, Esq.
Century Aluminum Company
December 4, 2009 Page 2 Closing Comments
As appropriate, please amend your Form T-3 in response to these comments. You may
wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly facilitate our review. Please understand that
we may have additional comments after revi ewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes all information required under the Trust Indenture
Act of 1939 and that they have provided all information investors require for an informed investment decision. Since the company and its ma nagement are in possession of all facts relating
to a company’s disclosure, they are responsible fo r the accuracy and adequacy of the disclosures
they have made. Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the Form T-3, it should furnish a letter, at the time of such request, acknowledging
that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.
In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.
Please allow adequate time after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
William J. Leatherberry, Esq.
Century Aluminum Company December 4, 2009 Page 3
Please contact John Lucas at (202) 551-5798 or, in his absence, me at (202) 551-3745 with
any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: Via Facsimile
Rory Hood, Esq. (212) 755-7306