Commercial Metals Company (NYSE:CMC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July11, 2017, Commercial Metals Company (the “Company”) completed the public offering of $300,000,000 in aggregate principal amount of its 5.375% Senior Notes due 2027 (the “2027 Notes”).
The 2027 Notes were issued under an indenture, dated as of May6, 2013 (the “2013 Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the second supplemental indenture, dated as of July11, 2017 (the “Second Supplemental Indenture” and, together with the 2013 Base Indenture, the “2017 Indenture”), between the Company and the Trustee.
The 2027 Notes are senior, unsecured obligations of the Company, and the 2027 Notes accrue interest at a fixed rate per annum equal to 5.375%. Interest on the 2027 Notes is payable on January15 and July15 of each year, beginning on January15, 2018, to the persons in whose names such 2027 Notes are registered at the close of business on the preceding January1 or July1, as the case may be. The 2027 Notes mature on July15, 2027. None of the Company’s subsidiaries are guarantors of the 2027 Notes nor are they guarantors of any of the Company’s other outstanding notes.
Prior to July15, 2022, the Company will have the option to redeem some or all of the 2027 Notes at a redemption price equal to 50% of the principal amount of the 2027 Notes, plus an applicable premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. Additionally, on or after July15, 2022, the Company may redeem some or all of the 2027 Notes at the redemption prices set forth in the Second Supplemental Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Prior to July15, 2020, and subject to certain limitations, the Company may redeem up to 40% of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price of 105.375% of the principal amount of each note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Under certain change of control triggering events, holders of the 2027 Notes will have the right to require the Company to repurchase all or any part of the 2027 Notes at a repurchase price equal to 101% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Within 30days following any change of control triggering event or, at the Company’s option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of the 2027 Notes describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase the 2027 Notes on the date specified in the notice, which date will be no earlier than 30days and no later than 60days from the date such notice is mailed.
The 2017 Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants and warranties in the 2017 Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of not less than 25% in principal amount of the then outstanding 2027 Notes may declare the principal amount of all of the 2027 Notes to be due and payable immediately.
The foregoing description of the 2017 Indenture and the 2027 Notes does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture, which is filed as Exhibit4.1 to this Current Report on Form8-K and is incorporated by reference herein, and the form of the 2027 Notes, which is filed as Exhibit4.2 to this Current Report on Form8-K and is incorporated by reference herein.
Section2 – Financial Information
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form8-K is incorporated by reference herein.
Section8 – Other Events
Item 1.01 Other Events.
On July11, 2017, the Company announced the early participation results and early settlement date for the Company’s previously announced cash tender offer to purchase up to the maximum aggregate principal amount of its 7.35% Senior Notes due 2018 that will not result in an aggregate purchase price that exceeds $300.0million, excluding accrued interest.
A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Section9 – Financial Statements and Exhibits
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
| 4.1 | Second Supplemental Indenture, dated July11, 2017, by and among Commercial Metals Company and U.S. Bank National Association, as trustee. |
| 4.2 | Form of 5.375% Senior Note due 2027. |
| 5.1 | Opinion of Haynes and Boone, LLP. |
| 23.1 | Consent of Haynes and Boone, LLP (included in Exhibit5.1). |
| 99.1 | Press Release issued by Commercial Metals Company on July11, 2017. |
COMMERCIAL METALS CO ExhibitEX-4.1 2 d424367dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 COMMERCIAL METALS COMPANY and U.S. BANK NATIONAL ASSOCIATION Trustee SECOND SUPPLEMENTAL INDENTURE DATED AS OF JULY 11,…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.
