IRVING, Texas, July 25, 2017 /PRNewswire/ -- Commercial
Metals Company (NYSE: CMC) ("CMC") announced today the final
results of its cash tender offer (the "Tender Offer") for up to
$300.0 million aggregate purchase
price, excluding accrued interest (the "Aggregate Maximum Purchase
Price"), of its outstanding 7.35% Senior Notes due 2018 (the "2018
Notes") as of 11:59 p.m., New York
City Time, on July 24, 2017 (the
"Expiration Date"). On the date hereof (the "Final Settlement
Date"), CMC intends to accept and purchase all 2018 Notes validly
tendered and not validly withdrawn in the Tender Offer that have
not already been accepted and purchased.
Based on information received from Global Bondholder Services
Corporation, the Depositary and Information Agent for the Tender
Offer ("GBSC"), as of the Expiration Date, a total of $164,790,000 in aggregate principal amount of
2018 Notes had been tendered and not validly withdrawn in the
Tender Offer, including $158,000 in
aggregate principal amount of 2018 Notes that were tendered and not
validly withdrawn following the early participation date. The
following table sets forth the aggregate principal amount of 2018
Notes that were tendered and not validly withdrawn in the Tender
Offer, the aggregate principal amount of 2018 Notes accepted for
purchase on the early settlement date and expected to be accepted
for purchase on the Final Settlement Date, and the consideration
payable for such accepted 2018 Notes:
Title of
Notes
|
CUSIP
No.
|
Outstanding
Principal
Amount Prior to
Tender Offer
|
Aggregate
Principal
Amount of
2018
Notes
Tendered
|
Aggregate
Principal Amount
of 2018 Notes
Accepted for
Purchase on
Early Settlement
Date
|
Total
Consideration
for 2018 Notes
Accepted for
Purchase on
Early Settlement
Date(1)
|
Aggregate
Principal
Amount of 2018
Notes
Expected to be
Accepted for
Purchase on
Final Settlement
Date
|
Tender Offer
Consideration
for 2018 Notes
Accepted for
Purchase on
Final Settlement
Date(2)
|
7.35% Senior Notes
due 2018
|
201723 AJ2
|
$399,818,000.00
|
$164,790,000.00
|
$164,632,000.00
|
$1,058.75
|
$158,000.00
|
$1028.75
|
(1)
Per $1,000.00 principal amount of 2018 Notes accepted for purchase
and includes the early participation payment of $30.00 per
$1,000.00 principal amount of 2018 Notes that were accepted for
purchase (subject, in each case, to the Aggregate Maximum Purchase
Price and proration). Excludes accrued interest.
|
(2)
Per $1,000.00 principal amount of 2018 Notes accepted for purchase
and excludes the early participation payment of $30.00 per
$1,000.00 principal amount of 2018 Notes that are accepted for
purchase (subject, in each case, to the Aggregate Maximum Purchase
Price and proration). Excludes accrued interest.
|
Citigroup Global Markets Inc. acted as Dealer Manager for the
Tender Offer, and GBSC acted as Depositary and Information Agent
for the Tender Offer.
The Tender Offer was made solely pursuant to an offer to
purchase, dated June 26, 2017. This
press release is neither an offer to purchase nor a solicitation of
an offer to sell any 2018 Notes or any other securities or a notice
of redemption. The Tender Offer was made only to holders of
2018 Notes in jurisdictions in which the making or acceptance
thereof was in compliance with the securities, blue sky or other
laws of such jurisdiction.
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 Tender Offer and the repurchase
and cancellation of 2018 Notes through the Tender Offer.
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 acceptance of
2018 Notes on the Final Settlement Date; 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;
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