IRVING, Texas, April 19, 2018 /PRNewswire/ -- Commercial Metals
Company (NYSE: CMC) ("CMC") announced today that it is offering to
sell, subject to market and other conditions, $350 million aggregate principal amount of Senior
Notes due 2026 (the "Notes") in an offering exempt from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act").
Final terms for the offering of the Notes will be determined at
the time of pricing. The Notes will be CMC's senior unsecured
obligations and will rank equally with all of its existing and
future senior unsecured indebtedness. CMC intends to use the net
proceeds from the offering to finance a portion of the purchase
price of its previously announced acquisition of certain U.S. rebar
steel mill and fabrication assets from Gerdau S.A. (NYSE: GGB) (the
"Business"). If the acquisition of the Business does not close for
any reason, CMC intends to use the net proceeds of the offering for
general corporate purposes. In such event, CMC will also have the
right, but not the obligation, to redeem all of the Notes at a
redemption price equal to 100% of the initial offering price, plus
accrued and unpaid interest, if any, to, but excluding, the date of
redemption.
There can be no assurance that the offering of the Notes will be
completed. The offering of the Notes is not contingent upon the
closing of the acquisition of the Business.
The Notes will be sold only to qualified institutional buyers in
the United States in accordance
with Rule 144A under the Securities Act and to persons outside
the United States in accordance
with Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act and may not be offered or sold
in the United States without
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state or other
jurisdictions' securities laws. CMC intends to enter into a
registration rights agreement in connection with the Notes offering
pursuant to which CMC will file a registration statement covering
the future exchange or resale of the Notes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities,
nor shall there be any sale of the Notes or any other securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful. Any offer, if at all, will be made only pursuant
to Rule 144A or Regulation S under the Securities Act.
About Commercial Metals Company
Commercial Metals Company and its subsidiaries manufacture,
recycle and market steel and metal products, related materials and
services through a network of facilities that includes four
electric arc furnace ("EAF") mini mills, two EAF micro mills, a
rerolling mill, steel fabrication and processing plants,
construction-related product warehouses, and metal recycling
facilities in the United States
and Poland.
This news release contains forward-looking statements
regarding CMC's expectations concerning the offering of the
Notes. These forward-looking statements generally can be
identified by phrases such as we, CMC or its management "expects,"
"anticipates," "believes," "estimates," "intends," "plans to,"
"ought," "could," "will," "should," "likely," "appears,"
"potential," "outlook," 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: changes in economic
conditions which affect demand for our products or construction
activity generally, and the impact of such changes on the highly
cyclical steel industry; rapid and significant changes in the price
of metals potentially impairing our inventory values due to
declines in commodity prices; excess capacity in our industry,
particularly in China, and product
availability from competing steel mills and other steel suppliers
including import quantities and pricing; 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' abilities
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; risks
associated with acquisitions generally, such as the inability to
obtain, or delays in obtaining, required approvals under applicable
antitrust legislation and other regulatory and third party consents
and approvals; potential volatility in the capital markets and its
impact on the ability to complete the proposed financing necessary
to pay the purchase price for the Business; failure to retain key
management and employees of the Business; issues or delays in the
successful integration of the Business' operations with those of
the Company, including incurring or experiencing unanticipated
costs and/or delays or difficulties; difficulties or delays in the
successful transition of the Business to the information technology
systems of the Company as well as risks associated with other
integration or transition of the operations, systems and personnel
of the Business; future levels of revenues being lower than
expected and costs being higher than expected; failure or inability
to implement growth strategies in a timely manner; unfavorable
reaction to the acquisition of the Business by customers,
competitors, suppliers and employees; currency fluctuations; global
factors, including political uncertainties and military conflicts;
availability of electricity, electrodes and natural gas for mill
operations; information technology interruptions and breaches in
data security; ability to hire and retain key executives and other
employees; our 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; impacts from the Tax
Cuts and Jobs Act; 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, 2017 and
any subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
Media contact:
Susan Gerber
214-689-4300
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SOURCE Commercial Metals Company