Glencore Credit Bid Reduces Li-Cycle Debt; Conversion Price $2.33
Rhea-AI Filing Summary
Glencore-affiliated reporting persons disclosed changes in their beneficial ownership of Li-Cycle Holdings Corp. tied to an amended and restated convertible note with an original principal of $124,059,131.32. The note is convertible at $2.33 per share and may be converted into common shares, and carries an option to pay interest in cash or by payment-in-kind based on the secured overnight financing rate plus 6% annually. As part of a court-approved Equity and Asset Purchase Agreement and a credit bid, Glencore Canada directed Li-Cycle to reduce the note principal by $30,867,124 (equivalent to up to 13,247,693 shares at $2.33). The note matures on December 9, 2029, and the agreement contemplates issuance of warrants on certain redemptions, with warrant counts tied to principal divided by the conversion price.
Positive
- Court-approved EAPA and credit bid enabled Glencore Canada to acquire transferred assets and effect debt rebalancing.
- $30,867,124 reduction in A&R Note 1 principal reduces the reported outstanding principal subject to conversion.
- Clear conversion mechanics disclosed: conversion price of $2.33 and potential share count metrics are specified.
Negative
- Potential dilution: the reduced principal equates to up to 13,247,693 common shares at $2.33, and warrants may be issued on redemption.
- Costly interest terms: interest can accrue as PIK at SOFR+6%, which may increase effective debt if paid in kind.
- Concentrated ownership: Glencore entities are identified as directors and >10% owners and may be deemed beneficial owners, raising governance and related-party considerations.
Insights
TL;DR: Reduction of $30.9M on a $124.06M convertible note and conversion terms materially affect Li-Cycle's capital structure and potential dilution.
The filing documents a principal reduction of $30,867,124 from an amended convertible note with a remaining original principal of $124,059,131.32. The note converts at $2.33 per share (up to 13,247,693 shares for the reduced amount) and matures on December 9, 2029. Interest may be paid in cash or PIK at SOFR+6% semi-annually. These mechanics — principal adjustment, conversion terms and warrant issuance on redemption — are material to share count and creditor-equity economics and therefore warrant attention from investors monitoring dilution and capital structure.
TL;DR: A court-approved EAPA and credit bid transferred assets and directed a collateral release that reduced note principal and altered creditor remedies.
The reduction arose from an Equity and Asset Purchase Agreement approved by the Ontario Superior Court and recognized in a U.S. Chapter 15 proceeding, under which Glencore Canada effected a credit bid and the parties entered a Collateral Release and Note Direction Agreement. That agreement directed a $30,867,124 principal reduction and contemplates issuance of warrants tied to any redemptions. These steps change the interplay between secured creditor claims and equity conversion options in the transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | A&R Convertible Notes | 0 | $0.00 | -- |
Footnotes (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 ("GIAG"). Glencore Canada Corporation ("Glencore Canada") is an indirect wholly-owned subsidiary of GIAG. 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. The Issuer previously issued to Glencore Canada an amended and restated convertible note for $124,059,131.32 in original principal amount as of date thereof ("A&R Note 1"). The principal and accrued interest owing under A&R Note 1 may be converted at any time, subject to the satisfaction of applicable regulatory conditions, by the holder into Common Shares at a conversion price per share of $2.33 (as of August 7, 2025), subject to further adjustments. A&R Note 1 matures on December 9, 2029 (or earlier upon the acceleration or redemption thereof, in each case in accordance with the terms of A&R Note 1). Interest on the 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. 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). In connection with any optional or mandatory redemption, and provided that Glencore Canada has not elected to convert A&R Note 1 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 the maturity of A&R Note 1. Pursuant to an order of the Ontario Superior Court of Justice (Commercial List) dated August 1, 2025, which was recognized by an order of the United States Bankruptcy Court for the Southern District of New York dated August 4, 2025 in the Chapter 15 Proceeding, among other things, the Equity and Asset Purchase Agreement, dated May 14, 2025 and as amended (the "EAPA"), among Glencore Canada, the Issuer and the other persons listed on Schedule I thereto (the "Sellers"), was approved. In accordance with the EAPA, Glencore Canada effected a credit bid (the "Credit Bid") pursuant to which the Sellers sold, transferred and assigned to Glencore Canada, and Glencore Canada acquired and assumed from the Sellers, the Transferred Assets (as defined in the EAPA), the Transferred Equity Interests (as defined in the EAPA) and the Assumed Liabilities (as defined in the EAPA) (collectively, the "EAPA Transaction"). (continued from footnote 5) In connection therewith, on August 7, 2025, the Issuer, Glencore Canada, GIAG, and other subsidiaries of the Issuer entered into the Collateral Release and Note Direction Agreement, pursuant to which and as contemplated by the EAPA, the EAPA Transaction and the Credit Bid, Glencore Canada Corporation directed the Company to, among other things, reduce the principal amount of A&R Note 1 by $30,867,124 (based on the $2.33 conversion price, convertible up to 13,247,693 Common Shares). Reflects the outstanding principal amount of A&R Note 1, exclusive of accrued but unpaid interest.
