Commercial Metals Company (NYSE:CMC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Underwriting Agreement

On June29, 2017, Commercial Metals Company (the
Company) entered into an underwriting
agreement (the Underwriting Agreement)
with Citigroup Global Markets Inc.
(Citigroup) as the representative of
the several underwriters named therein (the
Underwriters), relating to the issuance
and sale by the Company of $300.0million aggregate principal
amount of 5.375% Senior Notes due 2027 (the 2027
Notes). The issuance and sale of the 2027 Notes has
been registered under the Securities Act of 1933, as amended, to
a Registration Statement on Form S-3 (the
Registration Statement) filed with the
Securities and Exchange Commission (the
Commission) on June26, 2017
(Registration No.333-218970).

The Underwriting Agreement contains customary representations,
warranties, covenants, closing conditions and termination
provisions. The Underwriting Agreement also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities arising out of, or in
connection with, the sale of the 2027 Notes and customary
contribution provisions in respect of those liabilities. Subject
to customary closing conditions, the sale of the 2027 Notes is
expected to close on or about July11, 2017.

The Company intends to use the net proceeds from the sale of the
2027 Notes, which net proceeds are expected to be approximately
$295.2million, after deducting underwriting discounts and
commissions and estimated offering expenses payable by the
Company, to fund the repurchase of a portion of the Companys
outstanding $400.0million aggregate principal amount of 7.35%
Senior Notes due 2018 (the 2018 Notes)
in the Tender Offer (as defined below) and to redeem a portion
any remaining 2018 Notes that are not tendered following the
expiration of the Tender Offer, in each case together with
accrued interest and expenses related thereto.

Certain of the Underwriters and their respective affiliates have
from time to time performed, and may in the future perform,
various financial advisory, commercial banking, investment
banking and other services for the Company or its affiliates in
the ordinary course of their business for which they have
received, or may in the future receive, customary compensation.
In particular, certain of the Underwriters and affiliates of
certain of the Underwriters are lenders and/or agents under the
Companys credit facility and sale of accounts receivables
program. In addition, Citigroup is the dealer manager and
solicitation agent for the Tender Offer. Further, U.S. Bancorp
Investments, Inc. is serving as an Underwriter and is an
affiliate of U.S. Bank National Association, the trustee of the
2027 Notes. Additionally, certain of the Underwriters or their
affiliates may be holders of the 2018 Notes.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The indication of intent to
redeem the 2018 Notes above shall not constitute a notice of
redemption under the indenture governing the 2018 Notes. Any such
notice, if made, will only be made in accordance with the
provisions of such indenture.

Section8 Other Events

Tender Offer

On June26, 2017, the Company announced that it commenced a cash
tender offer (the Tender Offer) to
purchase up to the maximum aggregate principal amount of 2018
Notes that will not result in an aggregate purchase price that
exceeds $300.0million, excluding accrued interest.

A copy of the press release announcing the Tender Offer, which
describes the Tender Offer in greater detail, is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Launch of the Note Offering

On June26, 2017, the Company issued a press release announcing
the public offering of the 2027 Notes. A copy of the press
release is filed as Exhibit 99.2 to this Current Report on Form
8-K and is incorporated herein by reference.

Pricing of the Notes

On June29, 2017, the Company issued a press release announcing
the pricing of its public offering of the 2027 Notes. A copy of
the press release is filed as Exhibit 99.3 to this Current Report
on Form 8-K and is incorporated herein by reference.

Section9 Financial Statements and
Exhibits

(d) Exhibits.

COMMERCIAL METALS CO Exhibit
EX-1.1 2 d418470dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Commercial Metals Company 5.375% Notes Due 2027 Underwriting Agreement New York,…
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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.