Current Report Filing (8-k)
December 31 2019 - 1:08PM
Edgar (US Regulatory)
0001022671
false
0001022671
2019-12-29
2019-12-30
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iso4217:USD
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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) December 31, 2019 (December 30, 2019)
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in
its charter)
Indiana
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0-21719
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35-1929476
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7575 West Jefferson Blvd, Fort Wayne, Indiana
46804
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: 260-969-3500
Securities registered pursuant to Section 12(b) of
the Act.
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock voting, $0.025 par value
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STLD
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NASDAQ Global Select Market
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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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.02. Termination of a Material Definitive Agreement.
On December 30, 2019, Steel Dynamics, Inc. (the “Company”)
terminated and discharged its financial obligations with respect to its outstanding 5.125% Senior Notes due 2021 (the “Notes”)
and the related Indenture with respect to the Notes described in the following paragraph.
The Notes were issued in the principal amount of $700,000,000,
all of which are outstanding, pursuant to an Indenture dated as of September 9, 2014 (the “Indenture”), between the
Company, as Issuer, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The Notes have been called
for redemption on January 10, 2020 (the “Call Date”).
Pursuant to the Indenture, the Company had the right to elect
to terminate and discharge its financial obligations under the Notes and under the Indenture by irrevocably depositing with the
Trustee the aggregate principal amount of the outstanding Notes, together with accrued and unpaid interest to the Call Date.
Accordingly, the Company on December 30, 2019 deposited the requisite cash in the amount of $709,865,625.00 with the Trustee
under the terms of an Irrevocable Trust Agreement. The Trustee will hold the cash in trust until the Call Date, at which
time it will be paid to the Holders of the Notes in accordance with the requirements of the Indenture.
Item 9.01. Financial Statements and Exhibits
Exhibit Number
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Description
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104
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Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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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 hereto duly authorized.
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STEEL DYNAMICS, INC.
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/s/Theresa E. Wagler
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Date: December 31, 2019
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By:
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Theresa E. Wagler
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Title:
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Executive Vice President and Chief Financial Officer
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