Current Report Filing (8-k)
April 19 2018 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 19, 2018
Commercial Metals Company
(Exact name of registrant as specified in its charter)
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Delaware
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1-4304
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75-0725338
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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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6565 N. MacArthur Blvd.
Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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(214)
689-4300
(Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 7.01.
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Regulation FD Disclosure.
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On April 19, 2018, Commercial Metals Company (the
Company
) announced that it intends to offer to sell, subject to market and other conditions, $350.0 million aggregate principal amount of Senior Notes due 2026 (the
Notes
) in an offering (the
Offering
)
exempt from the registration requirements of the Securities Act of 1933, as amended (the
Securities Act
). The Offering is being made in connection with the Companys
previously announced acquisition of certain assets of the business, and certain outstanding common stock, belonging directly or indirectly to GNA Financing, Inc., a Delaware corporation, or certain of its subsidiaries and affiliates (the
Acquired Businesses
).
In connection with the proposed Offering, the Company provided potential investors with a
preliminary offering memorandum, dated April 19, 2018 (the
Preliminary Offering Memorandum
). The Preliminary Offering Memorandum contains (i) unaudited pro forma condensed combined financial information and notes
thereto giving effect to the Companys pending acquisition of the Acquired Businesses, (ii) audited combined financial statements of the Acquired Businesses as of and for the year ended December 31, 2017 and notes thereto and
(iii) other information not previously disclosed by the Company. This information is included in Exhibits 99.1, 99.2 and 99.3 attached hereto, respectively, and is incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 of this Current Report on Form
8-K,
including Exhibits
99.1, 99.2 and 99.3 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
), and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
This Current Report on Form
8-K
does not constitute an offer to sell or the solicitation of an offer
to buy the Notes and shall not constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes have not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On April 19, 2018, the Company issued a press release announcing the
proposed Offering. A copy of the press release is filed as Exhibit 99.4 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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COMMERCIAL METALS COMPANY
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Date: April 19, 2018
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By:
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/s/ Mary Lindsey
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Name:
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Mary Lindsey
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Title:
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Senior Vice President and Chief Financial Officer
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