FORT WAYNE, Ind., Nov. 29, 2016 /PRNewswire/ -- Steel Dynamics,
Inc. (the "Company") (NASDAQ/GS: STLD) today announced that it has
commenced a cash tender offer (the "Offer") for any and all of the
$400 million aggregate principal
amount of its 6.125% Senior Notes due 2019 (CUSIP No. 858119AT7;
ISIN US858119AT71) (the "Notes"). The terms of the Offer are
described in the Offer to Purchase dated November 29, 2016 (the "Offer to Purchase"), a
related Letter of Transmittal (the "Letter of Transmittal") and a
related Notice of Guaranteed Delivery (the "Notice of Guaranteed
Delivery") are being sent to holders of the Notes and are available
on the following website: www.dfking.com/stld.
The Offer is subject to a number of conditions that are set
forth in the Offer to Purchase, including, without limitation, the
completion of a new debt financing on terms reasonably satisfactory
to the Company and in an amount generating net proceeds sufficient,
together with cash on hand, to purchase Notes tendered in the
Offer. The Company's obligations to accept any Notes tendered
and to pay the consideration for them are set forth solely in the
Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery.
Holders must validly tender (and not validly withdraw) their
Notes prior to 5:00 p.m.,
New York City time, on
December 5, 2016, unless extended
(the "Expiration Time"), in order to be eligible to receive the
"Purchase Price." The Purchase Price will equal $1,033.88 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the settlement date for the Offer. The Company expects the
settlement date to occur on December 6,
2016.
The Expiration Time may be extended, and the Company may
withdraw or not complete the Offer. Except in certain
circumstances, Notes tendered may not be withdrawn after
5:00 p.m., New York City time on December 5, 2016.
This press release does not constitute an offer to sell or
purchase or a solicitation of an offer to sell any of the Notes or
any other securities. The Offer is made only by, and pursuant
to the terms of, the Offer to Purchase, and the information in this
press release is qualified by reference to the Offer to Purchase,
the Letter of Transmittal and the Notice of Guaranteed Delivery.
Subject to applicable law, the Company may amend, extend,
waive conditions to or terminate the Offer to Purchase.
The Company has engaged BofA Merrill Lynch as the dealer manager
for the Offer. Persons with questions regarding the Offer
should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 387-9534 (collect). Requests for copies of the Offer to
Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to D. F.
King & Co., Inc., the information agent for the Offer,
at (877) 871-1741 (toll-free) or (212) 269-5550 (banks and
brokers).
About Steel Dynamics, Inc.
Steel Dynamics, Inc. is one of the largest domestic steel
producers and metals recyclers in the
United States based on estimated annual steelmaking and
metals recycling capability, with facilities located throughout
the United States and in
Mexico. Steel Dynamics produces steel products, including hot
roll, cold roll, and coated sheet steel, structural steel beams and
shapes, rail, engineered special-bar-quality steel, cold finished
steel, merchant bar products, specialty steel sections and steel
joists and deck. In addition, the company produces liquid pig
iron and processes and sells ferrous and nonferrous scrap.
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 tender offer, payments
thereunder and results therefrom, and other guidance included in
this press release. 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, 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.
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SOURCE Steel Dynamics, Inc.