SEC Comment Letter for CENTURY ALUMINUM CO (CENX) (CIK 0000949157) (CENX) — Oct 3, 2016
CENTURY ALUMINUM CO (CENX) (CIK 0000949157)
Date: Oct. 3, 2016 · CIK: 0000949157 · Accession: 0000000000-16-095509
AI Filing Summary & Sentiment
Letter
Mail Stop 4628 September 30, 2016 Via E -mail Rick T. Dillon Chief Financial Officer Century Aluminum Company One South Wacker Drive Chicago, Illinois 60606
Re: Century Aluminum Company Form 10 -K for Fiscal Year Ended December 31, 2015 Filed March 7, 2016 File No. 1 -34474
Dear Mr. Dillon :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments, we ask you to provide us with information so we may bette r understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. You state on pages 19 and 51 that Glencore owns 42.9% of your outstanding common stock and on page 4 that approximately 9 6% of your 2015 consolidated sales were to Glencore and its affiliates. Recent news reports indicate that Glencore has purchased and sold crude oil of Sudanese origin and chartered vessels “to lift crude cargoes from Sudan.”
Sudan is designated by the Department of State a as state sponsor of terrorism, and is subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan, whether through subsidiaries, affil iates, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology
Rick T. Dillon Century Aluminum Company September 30, 2016 Page 2
you have provided to Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the government of Sudan or entities it controls.
2. Please discuss the materiality of the contacts with Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address ma teriality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal gov ernments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. -designated state sponsors of terrorism. You should address the potential impact of the inve stor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan.
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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Rick T. Dillon Century Aluminum Company September 30, 2016 Page 3
You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 September 30, 2016 Via E -mail Rick T. Dillon Chief Financial Officer Century Aluminum Company One South Wacker Drive Chicago, Illinois 60606 Re: Century Aluminum Company Form 10 -K for Fiscal Year Ended December 31, 2015 Filed March 7, 2016 File No. 1 -34474 Dear Mr. Dillon : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments, we ask you to provide us with information so we may bette r understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. You state on pages 19 and 51 that Glencore owns 42.9% of your outstanding common stock and on page 4 that approximately 9 6% of your 2015 consolidated sales were to Glencore and its affiliates. Recent news reports indicate that Glencore has purchased and sold crude oil of Sudanese origin and chartered vessels “to lift crude cargoes from Sudan.” Sudan is designated by the Department of State a as state sponsor of terrorism, and is subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan, whether through subsidiaries, affil iates, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology Rick T. Dillon Century Aluminum Company September 30, 2016 Page 2 you have provided to Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the government of Sudan or entities it controls. 2. Please discuss the materiality of the contacts with Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address ma teriality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal gov ernments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. -designated state sponsors of terrorism. You should address the potential impact of the inve stor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan. 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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Rick T. Dillon Century Aluminum Company September 30, 2016 Page 3 You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: John Reynolds Assistant Director Division of Corporation Finance Morgan Fox Walbridge Associate General Counsel Century Aluminum Company John T. Blatchford VedderPrice