| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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(12) | (3) | 12/31/2024 | A | $6,573,643.75(4) | (3) | (3) | Common Shares | (4) | (13) | $81,573,643.75(2) | I | See Note(1) | |||
| A&R Convertible Notes(12) | (5) | 12/31/2024 | A | $7,507,960.92(7) | (5) | (6) | Common Shares | (7) | (13) | $124,059,131.32(2) | I | See Note(1) | |||
| A&R Convertible Notes(12) | (5)(8) | 12/31/2024 | A | $7,157,109.47(10) | (5) | (9)(11) | Common Shares | (10) | (13) | $121,772,741.47(2) | I | See Note(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 ("Glencore Canada") 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. Reflects the outstanding principal amount of the New Note and the applicable A&R Note, inclusive of the PIKs made through December 31, 2024 (each capitalized term as defined herein). |
| 3. The Issuer previously issued to Glencore Canada a senior secured convertible note (the "New Note"). The principal and accrued interest owing under the New Note may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares of the Issuer at the conversion price of $4.14 per share (as of December 9, 2024), subject to further adjustments. The New Note matures on March 25, 2029. Mandatory redemption of the New Note will be required in 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 proration). |
| 4. Interest on the New Note is payable either in cash or by payment-in-kind ("PIK") at the Issuer's election, on a semi-annual basis, and is based on the secured overnight financing rate plus 6% per year if interest is paid by PIK. The Issuer elected to have all accrued and unpaid interest on the New Note to, but not including, the interest payment date of December 31, 2024 be paid by PIK, which resulted in the aggregate principal amount of the New Note increasing by an additional $6,573,643.75 (based on the $4.14 conversion price, convertible up to 1,587,836 Common Shares). |
| 5. The Issuer previously issued to Glencore Canada two amended and restated convertible notes (the first note for $116,551,170.40 in original principal amount being "A&R Note 1" and the second note for $114,615,632 in original principal amount being "A&R Note 2" and together, the "A&R Notes"). The principal and accrued interest owing under A&R Note 1 and A&R Note 2 may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares at conversion prices per share of $3.03 and $76.23 (each as of December 9, 2024), respectively, subject to further adjustments. |
| 6. A&R Note 1 matures on December 9, 2029. Interest on the note is payable either in cash or by PIK at the Issuer's election, on a semi-annual basis, and accrued until December 8, 2024 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 6% per annum if interest is paid by PIK, and from December 9, 2024 and thereafter accrues at the interest rate applicable to the New Note. Mandatory redemption will be required in 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 proration). The Floating Rate cannot be less than 1% per year nor more than 2% per year. |
| 7. The Issuer elected to have all accrued and unpaid interest on A&R Note 1 to, but not including, the interest payment date of December 31, 2024 be paid by PIK, which resulted in the aggregate principal amount of A&R Note 1 increasing by an additional $7,507,960.92 (based on the $3.03 conversion price, convertible up to 2,477,874 Common Shares). |
| 8. A&R Note 2 includes an event-driven modification to the conversion price, with such modification occurring on the date (the "Modification Date") that is the earliest to occur of (a) the last day of the fiscal quarter of the first commercial production from the Rochester hub, (b) the last day of a fiscal quarter of construction costs exceeding the construction budget set forth in the project loan financing by a set percentage, and (c) June 1, 2026. At the Modification Date, the conversion price 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 Modification Date plus a 25% premium per share, and (y) $76.23 per share, as may be further adjusted. |
| 9. Until the Modification Date, A&R Note 2 accrues interest payable semi-annually, either in cash or by PIK, in the Issuer's discretion, and A&R Note 2 is due and payable on May 31, 2027 in an amount equal to the principal amount of A&R Note 2 outstanding on such date (plus any accrued but unpaid interest thereon), unless earlier converted, redeemed or repurchased. Until the Modification Date, A&R Note 2 accrues interest at the Floating Rate, plus 6% per annum if interest is paid by PIK. The Floating Rate cannot be less than 1% per year nor more than 2% per year. |
| 10. The Issuer elected to have all accrued and unpaid interest on A&R Note 2 to, but not including, the interest payment date of December 31, 2024 be paid by PIK, which resulted in the aggregate principal amount of A&R Note 2 increasing by an additional $7,157,109.47 (based on the $76.23 conversion price, convertible up to 93,888 Common Shares). |
| 11. Upon the occurrence of the Modification Date, the terms of A&R Note 2 will mirror the following incremental terms of the New Note: the maturity will be amended to be five years from the Modification Date, the interest rate will be amended to match the interest rate applicable to the New Note, mandatory redemption will be required (including, from the 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 proration)), and the Issuer will provide guarantees and security for A&R Note 2 consistent with the New Note. |
| 12. In connection with any optional or mandatory redemption, and provided that Glencore Canada has not elected to convert the New Note and/or the A&R Notes (collectively, the "Notes") into Common Shares, following receipt of notice of such redemption the Issuer is required to issue a number of warrants to Glencore Canada that entitle it to acquire a number of Common Shares equal to the principal amount of the applicable Notes being redeemed divided by the then applicable conversion price and expiring on March 25, 2030 (if the New Note) or the maturity of the applicable A&R Notes. |
| 13. Not applicable. |
| Remarks: |
| Exhibit 24 (Powers of Attorney) and Exhibit 99.1 (Joint Filer Information and Signatures) are hereby incorporated herein by reference. |
| See Exhibit 99.1 | 01/03/2025 | |
| ** 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. | ||