Commercial Metals Company (NYSE:CMC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On December 29, 2017, Commercial Metals Company (the “Company”) and its direct and indirect wholly-owned subsidiaries, CMC Steel Fabricators, Inc. (“CMC Steel Fabricators”) and CMC Steel US, LLC (“CMC Steel US” and, together with CMC Steel Fabricators, the “Purchasers”), entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with GNA Financing, Inc. (“GNA Financing”), Gerdau Ameristeel US, Inc. (“Gerdau US”), Gerdau Ameristeel Sayreville Inc. (“Gerdau Sayreville”) and Gerdau Ameristeel WC, Inc. (“Gerdau WC” and, together with GNA Financing, Gerdau US and Gerdau Sayreville, the “Sellers”).
On November 5, 2018, the Purchasers consummated the acquisition (the “Acquisition”) of substantially all of Sellers’ rebar fabrication facilities in the U.S. as well as the steel mini mills located in or around Rancho Cucamonga, California, Jacksonville, Florida, Sayreville, New Jersey and Knoxville, Tennessee for a cash purchase price of $600.0 million, as well as an approximately $100 million estimated working capital adjustment. The purchase price is subject to a further customary purchase price adjustment as described in the Purchase Agreement. The Purchasers paid the purchase price from (i) the proceeds of the May 2018 offering of the Company’s 5.75% Senior Notes due April 2026, (ii) the proceeds from the Term Loan (as defined below) and (iii) cash on hand.
The material terms of the Purchase Agreement and a description of the Acquisition were reported in Item 2.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2018 and are incorporated herein by reference.
Item 2.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.
On November 1, 2018, the Company drew down $180.0 million under its delayed draw term loan facility (the “Term Loan”) under its Fourth Amended and Restated Credit Agreement. The material terms of the Term Loan were reported in Item 2.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2018 and are incorporated herein by reference.
Item 2.01 Regulation FD Disclosure.
On November 5, 2018, the Company issued a press release announcing the closing of the Acquisition, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 2.01 Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
The financial statements required by this Item 2.01 are not being filed with this Current Report on Form8-K. Such financial statements will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b)Pro Forma Financial Information.
The financial statements required by this Item are not being filed with this Current Report on Form 8-K. Such financial statements will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
COMMERCIAL METALS CO ExhibitEX-99.1 2 cmc-11052018xpressreleasex.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1News Release COMMERCIAL METALS COMPANY COMPLETES ACQUISITION OF CERTAIN U.S. REBAR ASSETS FROM GERDAU Irving,…To view the full exhibit click here
About Commercial Metals Company (NYSE:CMC)
Commercial Metals Company, together with its subsidiaries, manufactures, recycles and markets steel and metal products, related materials and services through a network. The Company’s Americas Recycling segment processes scrap metals for use as a raw material by manufacturers of new metal products. The Americas Mills segment consists of steel mills, commonly referred to as minimills that produce reinforcing bar (rebar), angles, flats and rounds. Its Americas Fabrication segment consists of its steel fabrication facilities that bend, weld, cut and fabricate steel, primarily rebar. Its International Mill segment consists of its mill, recycling and fabrication operations located in Poland. Its International Marketing and Distribution segment includes international operations for the sales, distribution and processing of primary and secondary metals, fabricated metals, semi-finished, long and flat steel products, and other industrial products.
