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Li-Cycle Holdings Corp.
3/19/2024
Good day. My name is Todd, and I will be your conference operator. At this time, I would like to welcome everyone to the fourth quarter and full year 2023 Lifecycle Holdings Earnings Call and Webcast. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question at that time, please press star 1 on your telephone keypad. If you should need operator assistance, please press star zero. Thank you. I will now turn the call over to Nala Azmi, Head of Investor Relations. Please go ahead.
Thank you. Good morning, and thank you, everyone, for joining us for Lifecycles Business Update and Review of Financial Results ended December 31, 2023. We will start today with formal remarks from Ajit Kulchar, Co-Founder, President, and Chief Executive Officer of Tim Johnston, co-founder and executive chair, and Debbie Simpson, chief financial officer. We will then follow with a Q&A session. Ahead of this call, Lifecycle issued a press release and a presentation, which can be found on the investor relations section of our website at investors.lifecycle.com. On this call, management will be making statements based on current expectations, plans, estimates, and assumptions, which are subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of lifecycle. Actual results could differ materially from our forward-looking statements if any of our assumptions are incorrect, including because of factors discussed in today's press release, during this conference call, and in our past reports and filings with the U.S. Securities and Exchange Commission and the Ontario Securities Commission in Canada. These documents can be found on our website at investors.lifecycle.com. We do not undertake any duty to update any forward-looking statements, whether written or oral, made during this call or from time to time to reflect new information, future events, or otherwise, except as required. These forward-looking statements should not be relied upon as representing Lifecycle's assessments as of any date subsequent to the date of this call. With that, I'm pleased to turn the call to Ajay.
Thank you, Nala, and good morning, everyone. On our last call held in mid-November, we committed to providing an update on our progress since pausing construction and initiating a strategic review of the go-forth strategy for our Rochester hub. Today, we're pleased to share the meaningful steps taken towards achieving the key objectives from this review and also to discuss our 2023 financial and operating results. Starting on slide three, on the left side are the key objectives we discussed on our last earnings call. On the right side, I will review the highlights and key actions we've taken to help achieve them. We'll find more on these later in the presentation. First, regarding financing. The Special Committee of the Board of Directors conducted a robust process to review and evaluate potential financial and other strategic alternatives available to the company, including to increase our liquidity. After careful review and assessment of the alternatives identified through this process, and consistent with the recommendation of the Special Committee, management and the Board were pleased to expand upon LifeCycle's existing long-term partnership with PlanCorp to increase their strategic investment in LifeCycle by $75 million. Second, with respect to the DOE loan process, simultaneous with our comprehensive review, we've been actively engaged with the DOE Loan Program's Office regarding the conditional commitment for a loan of up to $375 million. Third, regarding liquidity. We implemented a cash preservation plan to reduce non-core spend to slow cash outflows while we evaluate financing options to support our ongoing operations and a restart of construction at the Rochester Hub project. Finally, on the Rochester Hub. As part of our comprehensive review, we've been conducting an internal technical and economic review to assess a possible change in the project development strategy. The review confirmed the technical viability of the process to produce liquid carbonate and mixed hydroxide precipitate, or MHP. Turning to slide four, for an overview of our partnership with Glencore. It has now been nearly two years of collaboration with an alignment of strategic vision, technical expertise, and asset networks. In 2022, Glencore invested $200 million in the lifecycle through an unsecured convertible node and designated us as their preferred recycling partner. We formed a global strategic collaboration that aims to create an integrated platform to supply a global customer base with both primary and recycled critical battery materials. Specifically, we previously entered into long-term intake and offtake commercial agreements, which enable us to jointly develop feed opportunities for our spokes, secure offtake for the end and byproducts produced at our spokes and hubs, and obtain a supply of key region inputs for our future homes. Turn to slide five for details on Glencore's additional investment for $75 million in its Senior Secured Convertible Note. This investment, which enhances lifecycle liquidity, represents an interim step in our funding strategy to support our future plans. These notes will have a five-year maturity to March, 2029, and will have an initial conversion price of 53 cents per lifecycle common share. The cash interest payments will be based on the secured overnight financing rate, or SOFR, plus 5% per year, and payment-in-kind, or PIC, interest payments will be based on SOFR plus 6% per year. In addition, Lifecycle and Glencore have agreed to amend the terms of the existing Glencore Convertible Unsecured Note, which was issued to Glencore in 2022, and currently has an aggregate principal amount outstanding of approximately $225 million, which includes the PIC, into two tranches. The two tranches would have, among other changes, extended maturities and a reset conversion price to the lower of an amount based on the 30-day view-off of the 25% premium and $9.95 per share, in each case based on the earlier of certain trigger events. For tranche one, the modification date would be the earlier of one month after the effectiveness and initial funding of a project loan financing for the Rochester Hub and December 31, 2024. And for tranche two, the modification date would be earlier of the first commercial production from the Rochester Hub, construction costs exceeding the construction budget set forth in the project loan financing, and June 1, 2026. As discussed earlier, we believe this additional financing with Glencore demonstrates continued support of Lifecycle's business model. I'll now turn this over to Tim to cover a review of the portfolio and operations.
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