COMMERCIAL METALS Co false 0000022444 0000022444 2022-01-13 2022-01-13

 

 

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): January 13, 2022

 

 

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-4304   75-0725338

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6565 N. MacArthur Blvd.

Irving, Texas

  75039

(Address of Principal Executive

Offices)

  (Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common stock, $0.01 par value   CMC   New York Stock Exchange

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 1.01

Entry into a Material Definitive Agreement.

Underwriting Agreement

On January 13, 2022, Commercial Metals Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (“BofA”) as the representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company of $300.0 million in aggregate principal amount of 4.125% Senior Notes due 2030 and $300.0 million in aggregate principal amount of 4.375% Senior Notes due 2032 (together, the “Notes”). The issuance and sale of the Notes have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2021 (Registration No. 333-252191).

The Underwriting Agreement contains customary representations, warranties, covenants, closing conditions and termination provisions. The Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of, or in connection with, the sale of the Notes and customary contribution provisions in respect of those liabilities. Subject to customary closing conditions, the sale of the Notes is expected to close on or about January 28, 2022.

The Company intends to use the net proceeds from the sale of the Notes, which net proceeds are expected to be approximately $591.4 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, to fund the redemption of the Company’s outstanding 5.375% Senior Notes due 2027 (the “2027 Notes”) with accrued interest, applicable premium payments and expenses related thereto and the remainder of the net proceeds for general corporate purposes, which may include the funding of a portion of the purchase price for TAC Acquisition Corp., other capital projects, and related expenses.

Certain of the Underwriters and their respective affiliates have from time to time performed, and may in the future perform, commercial banking, investment banking and advisory services for the Company or its affiliates in the ordinary course of their business for which they have received, or may in the future receive, customary compensation. In particular, certain of the Underwriters and affiliates of certain of the Underwriters are lenders and/or agents under the Company’s credit facility and accounts receivables facilities. Further, U.S. Bancorp Investments, Inc. is serving as an underwriter and is an affiliate of U.S. Bank National Association, the trustee of the Notes. Additionally, certain of the Underwriters or their affiliates may be holders of the 2027 Notes.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 8.01

Other Events.

Launch of the Notes Offering

On January 13, 2022, the Company issued a press release announcing the public offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pricing of the Notes

On January 13, 2022, the Company issued a press release announcing the pricing of the public offering of the Notes. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Redemption of the 2027 Notes

On January 13, 2022, the Company issued a conditional notice of full redemption to redeem any and all 2027 Notes, pursuant to the terms of the Indenture (as defined below) governing the 2027 Notes. The redemption is conditioned on the closing of the issuance and sale of debt securities (in one or more series) in an aggregate principal amount of at least $600.0 million on pricing, terms and conditions satisfactory to the Company in its sole discretion. The Company has fixed February 15, 2022 as the redemption date. The redemption price will be equal to 100% of the principal amount of the 2027 Notes redeemed plus a “make-whole” premium calculated as set forth in the 2027 Notes and the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The 2027 Notes were issued under and are governed by the Indenture, dated May 6, 2013, between the Company and U.S. Bank National Association as trustee, as supplemented by the Second Supplemental Indenture dated July 11, 2017 (collectively, the “Indenture”). The Company issued a press release announcing the conditional notice of redemption, a copy of which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

  1.1    Underwriting Agreement, dated January 13, 2022, between Commercial Metals Company and BofA Securities, Inc., as representative of the several underwriters named therein.
99.1    Press Release issued by Commercial Metals Company on January 13, 2022.
99.2    Press Release issued by Commercial Metals Company on January 13, 2022.
99.3    Press Release issued by Commercial Metals Company on January 13, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COMMERCIAL METALS COMPANY
Date: January 14, 2022     By:  

/s/ Paul J. Lawrence

    Name:   Paul J. Lawrence
    Title:   Senior Vice President and Chief Financial Officer
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