IRVING, Texas, June 26, 2017 /PRNewswire/ -- Commercial
Metals Company (NYSE: CMC) ("CMC") announced today that it is
offering to sell, subject to market and other conditions,
$300 million aggregate principal
amount of senior notes in an underwritten public offering under its
effective shelf registration statement. CMC intends to use
the net proceeds from the offering to fund a cash tender offer with
a maximum aggregate purchase price (excluding accrued interest) of
$300 million for its outstanding
7.35% senior notes due 2018 ("2018 Notes") and may redeem a portion
of any remaining 2018 Notes that are not tendered following the
expiration of the tender offer. The tender offer is being
made solely on the terms and subject to the conditions set forth in
CMC's offer to purchase, dated June 26,
2017.
Citigroup Global Markets Inc. ("Citigroup") is acting as
representative of the underwriters and joint book-running manager
along with Wells Fargo Securities, LLC, BofA Merrill Lynch, BBVA
Securities Inc. and PNC Capital Markets LLC. BMO Capital Markets,
Santander Investment Securities Inc., U.S. Bancorp Investments,
Inc., BB&T Capital Markets, a division of BB&T Securities,
LLC, and Rabo Securities USA, Inc.
are acting as co-managers for the offering.
The offering is being made under an effective shelf registration
statement on file with the U.S. Securities and Exchange
Commission. The offering may be made only by means of a
prospectus supplement and the accompanying prospectus. Copies
of the prospectus supplement and accompanying prospectus describing
the offering may be obtained by visiting EDGAR on the SEC's website
at www.sec.gov, by contacting Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by
telephone at 1 (800) 831-9146 or by e-mail at
prospectus@citi.com
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. This press release shall not constitute a
notice of redemption under the indenture governing the 2018
Notes. Any such notice, if made, will only be made in
accordance with the provisions of such indenture.
About Commercial Metals Company
Commercial Metals Company and subsidiaries manufacture, recycle
and market steel and metal products, related materials and services
through a network including steel minimills, steel fabrication and
processing plants, construction-related product warehouses, metal
recycling facilities and marketing and distribution offices in
the United States and in strategic
international markets.
Forward-Looking Statements
This news release contains forward-looking statements regarding
CMC's expectations concerning the offering of the notes and the
tender offer for the 2018 Notes. These forward-looking
statements generally can be identified by phrases such as CMC or
its management expects, anticipates, believes, estimates, intends,
plans to, ought, could, will, should, likely, appears or other
similar words or phrases. There are inherent risks and
uncertainties in any forward-looking statements. Although we
believe that our expectations are reasonable, we can give no
assurance that these expectations will prove to have been correct,
and actual results may vary materially. Except as required by law,
CMC undertakes no obligation to update, amend or clarify any
forward-looking statements to reflect changed assumptions, the
occurrence of anticipated or unanticipated events, new information
or circumstances or otherwise.
Factors that could cause actual results to differ materially
from CMC's expectations include the following: the achievement of
closing conditions and regulatory approvals with respect to CMC's
recently announced plans to exit its International Marketing and
Distribution Segment and sell its raw materials trading division,
as well as the achievement of closing conditions with respect to
the offering of the 2027 Notes; the satisfaction or waiver of
closing conditions with respect to the tender offer for the 2018
Notes; the results of negotiations, the completion of potential
transactions on intended timetables or at all; rapid and
significant changes in the price of metals; excess capacity in our
industry, particularly in China,
and product availability from competing steel minimills and other
steel suppliers including import quantities and pricing; currency
fluctuations; compliance with and changes in environmental laws and
regulations, including increased regulation associated with climate
change and greenhouse gas emissions; potential limitations in our
or our customers' ability to access credit and non-compliance by
our customers with our contracts; financial covenants and
restrictions on the operation of our business contained in
agreements governing our debt; global factors, including political
uncertainties and military conflicts; availability of electricity
and natural gas for minimill operations; information technology
interruptions and breaches in security data; ability to retain key
executives; ability to make necessary capital expenditures;
availability and pricing of raw materials over which we exert
little influence, including scrap metal, energy, insurance and
supply prices; unexpected equipment failures; competition from
other materials or from competitors that have a lower cost
structure or access to greater financial resources; losses or
limited potential gains due to hedging transactions; litigation
claims and settlements, court decisions, regulatory rulings and
legal compliance risks; risk of injury or death to employees,
customers or other visitors to our operations; increased costs
related to health care reform legislation; and those factors listed
under Item 1A. Risk Factors included in CMC's Annual Report filed
on Form 10-K for the fiscal year ended August 31, 2016 and any subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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SOURCE Commercial Metals Company