IRVING,
Texas, April 25, 2022 /PRNewswire/ -- Commercial
Metals Company (NYSE: CMC) ("CMC") today announced that it has
successfully completed the acquisition of TAC Acquisition Corp.
("Tensar") from Castle Harlan, a
New York-based private equity
firm, for a cash purchase price of $550 million, subject to
customary purchase price adjustments.
Tensar is a leading global
provider of innovative ground stabilization and soil reinforcement
solutions, selling into more than 80 national markets through its
two major product lines: Tensar® geogrids and Geopier® foundation
systems. Geogrids are polymer-based products used for ground
stabilization, soil reinforcement, and asphalt optimization in
construction applications including roadways, public
infrastructure, and industrial facilities. Geopier systems
are ground improvement solutions that increase the load-bearing
characteristics of ground structures and working surfaces, and can
be applied in soil types and construction situations in which
traditional support methods are impractical or would make a project
infeasible.
"I am thrilled to welcome Tensar's 650 worldwide employees to
Commercial Metals," said Barbara
Smith, Chairman of the Board, President, and Chief Executive
Officer. "This acquisition marks another important milestone in
CMC's growth strategy, expanding the scope of products and services
we can provide to our customers."
Rockefeller Financial LLC served as the exclusive financial
advisor and Kirkland & Ellis LLP served as legal counsel to CMC
for this transaction.
About Commercial Metals Company
Commercial Metals
Company and its subsidiaries manufacture, recycle and fabricate
steel and metal products and provide related materials and services
through a network of facilities that includes seven 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 U.S. and
Poland.
Forward-Looking Statements
This news release contains
forward-looking statements within the meaning of the federal
securities laws, including, without limitation, with respect to the
acquisition of Tensar, general
economic conditions, key macro-economic drivers that impact our
business, the effects of ongoing trade actions, the effects of
continued pressure on the liquidity of our customers, potential
synergies and organic growth provided by acquisitions and strategic
investments (including the acquisition of Tensar), demand for our products, metal margins,
the effect of COVID-19 and related governmental and economic
responses thereto, the ability to operate our steel mills at full
capacity, future availability and cost of supplies of raw materials
and energy for our operations, share repurchases, legal
proceedings, the undistributed earnings of our non-U.S.
subsidiaries, U.S. non-residential construction activity,
international trade, capital expenditures, our liquidity and our
ability to satisfy future liquidity requirements, estimated
contractual obligations and our expectations or beliefs concerning
future events. The statements in this news release that are not
historical statements, are forward-looking statements. These
forward-looking statements can generally be identified by phrases
such as we or our management "expects," "anticipates," "believes,"
"estimates," "future," "intends," "may," "plans to," "ought,"
"could," "will," "should," "likely," "appears," "projects,"
"forecasts," "outlook" or other similar words or phrases, as well
as by discussions of strategy, plans or intentions.
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, we undertake 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 any other changes. Important factors that could
cause actual results to differ materially from our expectations
include those described in Part I, Item 1A, "Risk Factors" of our
annual report on Form 10-K for the fiscal year ended August 31, 2021, and in Part II, Item 1A, "Risk
Factors" of our subsequent Quarterly Reports on Form 10-Q, as well
as the following: failure to retain key management and employees of
Tensar; issues or delays in the
successful integration of Tensar's operations with those of CMC,
including incurring or experiencing unanticipated costs and/or
delays or difficulties; difficulties or delays in the successful
transition of Tensar from its
information technology systems to those of CMC, as well as risks
associated with other integration or transition of the operations,
systems and personnel of Tensar;
unfavorable reaction to the acquisition of Tensar by customers competitors, suppliers,
partners and employees; 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
or reducing the profitability of our downstream contracts due to
rising commodity pricing; impacts from COVID-19 on the economy,
demand for our products, global supply chain and on our operations,
including the responses of governmental authorities to contain
COVID-19 and the impact from the distribution of various COVID-19
vaccines; 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
existing and future government laws, regulations and other legal
requirements and judicial decisions that govern our business,
including increased environmental regulations associated with
climate change and greenhouse gas emissions; involvement in various
environmental matters that may result in fines, penalties or
judgments; potential limitations in our or our customers' abilities
to access credit and non-compliance by our customers with our
contracts; activity in repurchasing shares of our common stock
under our repurchase program; financial covenants and restrictions
on the operation of our business contained in agreements governing
our debt; our ability to successfully identify, consummate and
integrate other acquisitions, and the effects that acquisitions may
have on our financial leverage; operating and start-up risks, as
well as market risks associated with the commissioning of new
projects could prevent us from realizing anticipated benefits and
could result in a loss of all or a substantial part of our
investment; lower than expected future levels of revenues and
higher than expected future costs; failure or inability to
implement growth strategies in a timely manner; impact of goodwill
impairment charges; impact of long-lived asset impairment charges;
currency fluctuations; global factors, such as trade measures,
military conflicts and political uncertainties, including the
impact of the Biden administration on current trade regulations,
such as Section 232 trade tariffs, tax legislation and other
regulations which might adversely impact our business; availability
and pricing of electricity, electrodes and natural gas for mill
operations; ability to hire and retain key executives and other
employees; competition from other materials or from competitors
that have a lower cost structure or access to greater financial
resources; information technology interruptions and breaches in
security; ability to make necessary capital expenditures;
availability and pricing of raw materials and other items over
which we exert little influence, including scrap metal, energy and
insurance; unexpected equipment failures; losses or limited
potential gains due to hedging transactions; litigation claims and
settlements, court decisions, regulatory rulings and legal
compliance risks (including, in each case, with respect to the
acquisition of Tensar); risk of
injury or death to employees, customers or other visitors to our
operations; and war, political events, civil unrest, protests and
riots, including the impacts of the conflict between Russia and Ukraine and related sanctions.
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SOURCE Commercial Metals Company