| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Li-Cycle Holdings Corp. [ LICY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/13/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Convertible Notes(9) | (2) | 03/11/2024 | A | $75,000,000(2) | (2) | (3) | Common Shares | (2)(3) | (2) | $75,000,000(2)(3) | I | See Note(1) | |||
| A&R Convertible Notes(10) | (6) | 03/11/2024 | A | 0(4) | (6) | (7)(8) | Common Shares | (4)(5)(6)(7)(8) | (4) | $116,551,170.4(4) | I | See Note(1) | |||
| A&R Convertible Notes(10) | (6) | 03/11/2024 | A | 0(4) | (6) | (7)(8) | Common Shares | (4)(5)(6)(7)(8) | (4) | $108,806,414.26(4) | I | See Note(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This form is being filed by each of the following reporting persons: Glencore plc, Glencore International AG and Glencore Canada Corporation (collectively, the "Reporting Persons"). Glencore plc is the parent company of Glencore International AG. Glencore Canada Corporation is an indirect wholly-owned subsidiary of Glencore International AG. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 2. On March 11, 2024, Glencore Canada Corporation entered into a Note Purchase Agreement (the "New Note Purchase Agreement") with the Issuer and Glencore Ltd., pursuant to which the Issuer agreed to issue and sell to Glencore Canada Corporation a senior secured convertible note (the "Senior Secured Convertible Note") in an aggregate principal amount of $75,000,000 (the "Transaction"). The closing of the Transaction is expected to occur on or about March 25, 2024. Subject to the closing of the Transaction, the principal and accrued interest owing under the Senior Secured Convertible Note may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares at a conversion price of $0.53 per share, subject to adjustments (based on the initial conversion price, up to 141,509,433 Common Shares). |
| 3. The Senior Secured Convertible Note will mature on the fifth anniversary of the closing of the Transaction. Interest on the Senior Secured Convertible Note is payable either in cash or by payment-in-kind ("PIK") at the Issuer's election, on a semi-annual basis from the date of issuance, and will be based on the secured overnight financing rate plus 5% per year if interest is paid in cash and plus 6% per year if interest is paid in PIK. In the case that an event of default has occurred and is continuing, the interest rate will be the rate stated above, plus 1% per year (which additional 1% will be payable in cash). |
| 4. As contemplated by the New Note Purchase Agreement, at the closing of the Transaction the Issuer will amend and restate the terms of the existing convertible notes issued by the Issuer on May 31, 2022 (the "Existing Convertible Notes") in two tranches (and such resulting two tranches of the amended and restated unsecured convertible notes, the "A&R Convertible Notes"). Prior to the closing, the Existing Convertible Notes will be assigned to Glencore Canada Corporation, and as of March 13, 2024, the aggregate outstanding principal of $225,357,584.66 of the Existing Convertible Notes includes $25,357,584.66 in PIK interest. At the closing, one of the A&R Convertible Notes will have an original principal amount of $116,551,170.40, and the other A&R Convertible Note will have an original principal amount of $108,806,414.26 plus accrued and unpaid interest through but not including the closing date on the outstanding $200 million original principal amount of Existing Convertible Notes. |
| 5. Each A&R Convertible Note includes an event-driven modification to the Existing Convertible Notes, with the first such modification occurring on the date (the "First Modification Date") that is the earlier of (a) the date that is one month after the effectiveness and initial funding, if any, of a project loan financing for the Issuer's Rochester hub, and (b) December 31, 2024, and the second such modification occurring on the date (the "Second Modification Date" with either the First Modification Date or the Second Modification Date referred to herein as a "Modification Date") that is the earliest to occur of (a) the first commercial production from the Rochester hub, (b) construction costs exceeding the construction budget set forth in the project loan financing, and (c) June 1, 2026. |
| 6. Subject to the closing of the Transaction, the principal and accrued interest owing under the A&R Convertible Notes may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares at a conversion price of $9.95 per share, subject to adjustments (based on the initial conversion price, up to 22,649,003 Common Shares). At each Modification Date, the conversion price for the applicable tranche will be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to the applicable Modification Date plus a 25% premium per share, and (y) $9.95 per share. |
| 7. Until the Modification Date, the A&R Convertible Notes accrue interest payable semi-annually, either in cash or by PIK, in the Issuer's discretion, and are due and payable on May 31, 2027 in an amount equal to the principal amount of the applicable A&R Convertible Note outstanding on such date (plus any accrued but unpaid interest thereon), unless earlier converted, redeemed or repurchased. Until the Modification Date, the A&R Convertible Notes accrue interest at the forward-looking term rate based on the secured overnight financing rate for a tenor comparable to the relevant interest payment period plus 0.42826% (the "Floating Rate"), plus 5% per annum if interest is paid in cash and plus 6% per annum if interest is paid in PIK. The Floating Rate cannot be less than 1% per year nor more than 2% per year. |
| 8. Upon the occurrence of each Modification Date, the terms of the applicable A&R Convertible Note will mirror the following incremental terms of the Senior Secured Convertible Note: the maturity will be amended to be five years from the applicable Modification Date, the interest rate will be amended to match the interest rate applicable to the Senior Secured Convertible Note, mandatory redemption will be required (including, from the First Modification Date and the Second Modification Date, the amount equal to a specified percentage of the excess cash flow generated by the Issuer and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Issuer) in a pro rata amount across the A&R Convertible Notes (to the extent modified), and the Issuer will provide guarantees and security for the A&R Convertible Notes consistent with the Senior Secured Convertible Note. |
| 9. In connection with any optional or mandatory redemption and provided that Glencore Canada Corporation has not elected to convert the Senior Secured Convertible Note into Common Shares following receipt of notice of such redemption, the Issuer is required to issue a number of warrants to Glencore Canada Corporation that entitle it to acquire a number of Common Shares equal to the principal amount of the Senior Secured Convertible Note being redeemed divided by the then applicable conversion price and expiring on the sixth anniversary of the issuance of the Senior Secured Convertible Note. |
| 10. In connection with any optional or mandatory redemption and provided that Glencore Canada Corporation has not elected to convert the applicable A&R Convertible Note into Common Shares following receipt of notice of such redemption, the Issuer is required to issue a number of warrants to Glencore Canada Corporation that entitle it to acquire a number of Common Shares equal to the principal amount of the applicable A&R Convertible Note being redeemed divided by the then applicable conversion price and expiring on maturity date of the applicable A&R Convertible Note. |
| Remarks: |
| This amendment is being filed solely to include EDGAR codes for Glencore Canada Corporation, who was included as a joint filer on Exhibit 99.1 to the original Form 4 filing but for whose codes were not available at that time. All information in the original Form 4 remains the same. Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated herein by reference. |
| See Exhibit 99.1 | 03/15/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
