UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): September 5, 2014 (September 4, 2014)

 

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

Indiana

 

0-21719

 

35-1929476

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

7575 W. Jefferson Blvd., Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  260-969-3500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.                                        Other Events.

 

On September 4, 2014, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Offering of Notes.”  The full text of the press release is furnished herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01.                                        Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

 

Exhibit Number

 

Description

 

 

 

 

 

99.1

 

Steel Dynamics, Inc. press release, dated September 4, 2014, titled “Steel Dynamics Announces Offering of Notes.”

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

STEEL DYNAMICS, INC.

 

 

 

 

 

/s/ Theresa E. Wagler

Date: September 5, 2014

By:

Theresa E. Wagler

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 

3




Exhibit 99.1

 

Press Release

GRAPHIC

September 4, 2014

 

7575 W. Jefferson Blvd.

 

Fort Wayne, IN 46804

 

Steel Dynamics Announces Offering of Notes

 

FORT WAYNE, INDIANA, September 4, 2014 — Steel Dynamics, Inc. (the “Company”)(NASDAQ/GS:STLD) announced today that it plans to sell approximately $1.0 billion aggregate principal amount of debt securities in a transaction exempt from the registration requirements of the Securities Act of 1933, subject to market and other conditions.  The Company intends to use the proceeds of this offering along with cash on hand and credit available under its existing senior secured credit facility to finance the Company’s planned acquisition of Severstal Columbus, LLC, announced on July 21, 2014.

 

This announcement is neither an offer to purchase or to sell nor a solicitation of an offer to buy any securities. The securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.

 

Forward Looking Statements

 

This press release contains certain predictive statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.  These include statements regarding the completion of the offering, the timing of the closing of the offering and the use of proceeds from the offering.  These statements are based on the Company’s current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.

 

More specifically, we refer you to the Company’s detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission. These are available publicly on the SEC Web site, www.sec.gov.  Forward-looking or predictive statements we make are based upon information and assumptions, concerning our businesses and the environments in which they operate, which we consider reasonable as of the date on which these statements are made. Due to the foregoing risks and uncertainties however, as well as, matters beyond our control which can affect forward-looking statements, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this press release. We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Contact: Theresa E. Wagler, Chief Financial Officer, +1.260.969.3500

 


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