IRVING, Texas,
June 26, 2017 /PRNewswire/
-- Commercial Metals Company (NYSE: CMC) ("CMC")
announced today that it has commenced a cash tender offer (the
"Tender Offer") for up to $300.0
million aggregate purchase price, excluding accrued interest
(the "Aggregate Maximum Purchase Price"), of its outstanding 7.35%
Senior Notes due 2018 (the "2018 Notes").
No more than $300.0 million
aggregate purchase price, excluding accrued interest, of 2018 Notes
validly tendered and accepted for purchase will be purchased in the
Tender Offer. The Tender Offer will expire at 11:59 p.m., New York City Time, on
July 24, 2017, unless extended
or earlier terminated by CMC (the "Expiration Date").
Tendered 2018 Notes may be withdrawn from the Tender Offer on
or prior to, but not after, 5:00
p.m., New York City Time, on July 10,
2017 (the "Withdrawal Date").
Subject to the terms and conditions of the Tender Offer,
holders of the 2018 Notes who validly tender their 2018 Notes, and
do not validly withdraw tendered 2018 Notes, on or before
5:00 p.m., New York City Time, on
July 10, 2017 (as such time and date
may be extended, the "Early Participation Date") and whose 2018
Notes are accepted for purchase (subject to the Aggregate Maximum
Purchase Price and proration) will receive, in exchange for each
$1,000 principal amount of tendered
2018 Notes, an amount equal to $1,058.75 (the "Total Consideration"), which
includes the early participation payment of $30.00 for each $1,000 principal amount of 2018 Notes validly
tendered on or before the Early Participation Date (the "Early
Participation Payment"). Subject to the terms and conditions
of the Tender Offer, holders of 2018 Notes who validly tender their
2018 Notes after the Early Participation Date but on or prior to
the Expiration Date, and whose 2018 Notes are accepted for purchase
(subject to the Aggregate Maximum Purchase Price and proration),
will be entitled to receive the tender offer consideration equal to
the Total Consideration less the Early Participation Payment (the
"Tender Offer Consideration").
In addition to the Total Consideration or the Tender Offer
Consideration, holders whose 2018 Notes are accepted in the Tender
Offer will receive accrued and unpaid interest from and including
the last interest payment date, and up to, but not including, the
applicable settlement date.
CMC reserves the right, but is not obligated to, increase
the Aggregate Maximum Purchase Price in its sole discretion without
extending the Withdrawal Date or otherwise reinstating withdrawal
rights, except as otherwise required by applicable law, which could
result in CMC's purchasing a greater amount of 2018 Notes in the
Tender Offer. If CMC changes the Aggregate Maximum Purchase
Price, it does not expect to extend the Withdrawal Date, subject to
applicable law.
CMC reserves the right, in its sole discretion, but is
under no obligation, at any point following the Early Participation
Date and before the Expiration Date, to accept for purchase 2018
Notes validly tendered and not validly withdrawn at or prior to the
Early Participation Date, subject to satisfaction or waiver of the
conditions to the Tender Offer, the Aggregate Maximum
Purchase Price and proration as described in the Offer to Purchase
(the "Early Settlement Date"). The Early Settlement Date will be
determined at CMC's option, assuming the conditions to the Tender
Offer have been either satisfied or waived by CMC at or prior to
the Early Settlement Date. If CMC elects to have an Early
Settlement Date, it will accept 2018 Notes validly tendered at or
prior to the Early Participation Date, subject to the Aggregate
Maximum Purchase Price and proration as described in the
Offer to Purchase. Irrespective of whether CMC chooses to
exercise its option to have an Early Settlement Date, it will
purchase any remaining 2018 Notes that have been validly tendered
at or prior to the Expiration Date and accepted for purchase,
subject to all conditions to the Tender Offer having been either
satisfied or waived by CMC, promptly following the Expiration Date
(the date of such acceptance and purchase, the "Final Settlement
Date"; the Final Settlement Date and the Early Settlement Date each
being a "Settlement Date"), and subject to the Aggregate Maximum
Purchase Price and proration as described in the Offer to Purchase.
The Final Settlement Date is expected to occur on the first
business day following the Expiration Date, assuming the conditions
to the Tender Offer have been either satisfied or waived by CMC at
or prior to the Expiration Date and 2018 Notes having an aggregate
purchase price (exclusive of accrued interest) equal to the
Aggregate Maximum Purchase Price are not purchased on the Early
Settlement Date.
All 2018 Notes tendered on or before the Early
Participation Date will be accepted for purchase in priority to
2018 Notes tendered after the Early Participation Date.
The Tender Offer is not conditioned upon a minimum amount
of 2018 Notes being tendered. The Tender Offer is contingent
upon the satisfaction of certain conditions, including the
condition that, prior to or on the Early Participation Date, CMC
has consummated a financing transaction on terms and conditions
satisfactory to CMC resulting in net proceeds to CMC that are
sufficient to pay the Aggregate Maximum Purchase Price. If any of
the conditions are not satisfied or waived by CMC, it is not
obligated to accept for payment, purchase or pay for, and may delay
the acceptance for payment of, any tendered 2018 Notes and may
terminate the Tender Offer.
The Tender Offer is being made pursuant to an Offer to
Purchase dated June 26, 2017 (the
"Offer to Purchase"), which more fully sets forth the terms and
conditions of the Tender Offer. Holders are urged to read the Offer
to Purchase carefully before making any decision with respect to
the Tender Offer.
Requests for documents relating
to the Tender Offer may be directed to Global Bondholder Services
Corporation, the Depositary and Information Agent, at
(866) 807-2200 (toll-free) or (212) 430-3774 (collect).
Citigroup Global Markets Inc. will act as Dealer Manager for the
Tender Offer. Questions regarding the Tender Offer may be directed
to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free)
or (212) 723-6106 (collect).
None of CMC, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustee of the 2018 Notes, or any of their respective affiliates,
makes any recommendation that holders tender or refrain from
tendering all or any portion of the principal amount of their 2018
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their 2018 Notes and, if so, the principal amount of 2018
Notes to tender. The Tender Offer is made only by the Offer
to Purchase. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any 2018 Notes in
the Tender Offer. The Tender Offer is not being made to
holders of 2018 Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
About Commercial Metals Company
Commercial Metals Company and subsidiaries manufacture,
recycle and market steel and metal products, related materials and
services through a network including steel minimills, steel
fabrication and processing plants, construction-related product
warehouses, metal recycling facilities and marketing and
distribution offices in the United
States and in strategic international
markets.
Forward-Looking Statements
This news release contains forward-looking statements
regarding CMC's expectations concerning the Tender Offer and the
repurchase and cancellation of 2018 Notes through the Tender
Offer. These forward-looking statements generally can be
identified by phrases such as CMC or its management expects,
anticipates, believes, estimates, intends, plans to, ought, could,
will, should, likely, appears 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: the
satisfaction or waiver of closing conditions with respect to the
tender offer for the 2018 Notes; the achievement of closing
conditions and regulatory approvals with respect to CMC's recently
announced plans to exit its International Marketing and
Distribution Segment and sell its raw materials trading division;
the results of negotiations, the completion of potential
transactions on intended timetables or at all; rapid and
significant changes in the price of metals; excess capacity in our
industry, particularly in China,
and product availability from competing steel minimills and other
steel suppliers including import quantities and pricing; currency
fluctuations; 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' ability 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; global factors, including political
uncertainties and military conflicts; availability of electricity
and natural gas for minimill operations; information technology
interruptions and breaches in security data; ability to retain key
executives; 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; 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, 2016 and any subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form
8-K.
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SOURCE Commercial Metals Company