Item 1.01 Entry into a Material Definitive Agreement.
On July 11, 2017, Commercial Metals Company (the “
Company
”) completed the public offering of $300,000,000 in
aggregate principal amount of its 5.375% Senior Notes due 2027 (the “
2027 Notes
”).
The 2027 Notes were issued
under an indenture, dated as of May 6, 2013 (the “
2013 Base Indenture
”), between the Company and U.S. Bank National Association, as trustee (the “
Trustee
”), as amended and supplemented by the
second supplemental indenture, dated as of July 11, 2017 (the “
Second Supplemental Indenture
” and, together with the 2013 Base Indenture, the “
2017 Indenture
”), between the Company and the
Trustee.
The 2027 Notes are senior, unsecured obligations of the Company, and the 2027 Notes accrue interest at a fixed rate per annum
equal to 5.375%. Interest on the 2027 Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2018, to the persons in whose names such 2027 Notes are registered at the close of business on the preceding
January 1 or July 1, as the case may be. The 2027 Notes mature on July 15, 2027. None of the Company’s subsidiaries are guarantors of the 2027 Notes nor are they guarantors of any of the Company’s other outstanding notes.
Prior to July 15, 2022, the Company will have the option to redeem some or all of the 2027 Notes at a redemption price equal to 100%
of the principal amount of the 2027 Notes, plus an applicable premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. Additionally, on or after July 15, 2022, the Company may redeem some or all of the 2027
Notes at the redemption prices set forth in the Second Supplemental Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Prior to July 15, 2020, and subject to certain limitations, the Company may
redeem up to 40% of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price of 105.375% of the principal amount of each note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of
redemption.
Under certain change of control triggering events, holders of the 2027 Notes will have the right to require the Company to
repurchase all or any part of the 2027 Notes at a repurchase price equal to 101% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Within 30 days following any change of
control triggering event or, at the Company’s option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of the 2027
Notes describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase the 2027 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed.
The 2017 Indenture provides for customary events of default (subject in certain
cases to customary grace and cure periods), which include nonpayment, breach of covenants and warranties in the 2017 Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of not
less than 25% in principal amount of the then outstanding 2027 Notes may declare the principal amount of all of the 2027 Notes to be due and payable immediately.
The foregoing description of the 2017 Indenture and the 2027 Notes does not purport to be complete and is qualified in its entirety by
reference to the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K
and is incorporated by reference herein, and the form of the 2027 Notes, which is
filed as Exhibit 4.2 to this Current Report on
Form 8-K
and is incorporated by reference herein.