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

Item1.01 Entry into a Material Definitive Agreement.

On June12, 2017, Commercial Metals Company (the Company) and its
wholly owned subsidiary, CMC Cometals International Sarl (the
Seller), entered into an Interest Purchase Agreement (the
Purchase Agreement) with Traxys North America LLC (TNA) and
Traxys Europe S.A. (TE, and together with TNA, Buyer). TNA and TE
are affiliates of The Carlyle Group. to the Purchase Agreement,
the Seller will sell CMC Cometals, the Companys raw materials
trading division, to Buyer. CMC Cometals markets, distributes and
processes metal, ores, concentrates, industrial minerals,
ferroalloys, chemicals and industrial products worldwide.

to the Purchase Agreement, the purchase price for the sale of CMC
Cometals is equal to the Net Asset Consideration (as defined
below) of CMC Cometals plus a Premium (as defined below). The Net
Asset Consideration is equal to 50% of the book value of (i)CMC
Cometals inventory, receivables and certain specified other
assets, less (ii)the book value of CMC Cometals accounts payable
and certain specified assumed liabilities. The Premium is equal
to the lesser of (i)$9.13 million and (ii)5% of the Net Asset
Consideration. In no event will the purchase price exceed $210.0
million.

The sale of CMC Cometals is subject to the satisfaction or waiver
of customary closing conditions, including, without limitation,
approval of regulatory authorities. The Purchase Agreement also
contains customary representations, warranties, covenants,
including covenants not to compete and non-solicitation
covenants, indemnities and termination rights.

The closing is anticipated to occur during the fourth quarter of
fiscal year 2017. The Company intends to use the net proceeds
from the sale of CMC Cometals for general corporate purposes.

The foregoing description of the Purchase Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Purchase
Agreement, which will be filed with the Securities and Exchange
Commission as an exhibit to a future filing. The Purchase
Agreement will be filed to provide investors with information
regarding its terms. It is not intended to provide any other
factual information about the Company or the other parties to the
Purchase Agreement. The representations, warranties and covenants
obtained in the Purchase Agreement were made only for purposes of
the Purchase Agreement as of the specific dates therein, were
solely for the benefit of the parties to the Purchase Agreement,
may be subject to limitations agreed upon by the contracting
parties, including being qualified by disclosures made for the
purposes of allocating contractual risk between the parties to
the Purchase Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries under the
Purchase Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter
of representations and warranties may change after the date of
the Purchase Agreement, which subsequent information may or may
not be fully reflected in the Companys public disclosures.

Item2.05 Costs Associated with Exit or Disposal
Activities

In connection with the matters described under Items 1.01 and
8.01, which descriptions are incorporated herein by reference,
the Company estimates costs associated with managements plan to
exit the Companys International Marketing and Distribution
segment including but not limited to impairments, severance and
other transaction related costs. These costs associated with the
sale of CMC Cometals are expected to be approximately $10.0
million. However, costs associated with selling or exiting CMC
Cometals Steel, CMC Australia, and CMC Asia are not currently
reasonably estimable.At a future reporting date, each of CMC
Cometals, CMC Cometals Steel, CMC Australia, and CMC Asia will be
presented as discontinued operations when the business meets the
held for sale criteria or is abandoned, as determined under
accounting principles generally accepted in the United States.

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All of the above charges, the nature of such charges and the
effect of such charges are estimates and are subject to change.

Item8.01 Other Events

On June13, 2017, the Company announced its plan to exit its
International Marketing and Distribution segment. In addition to
the sale of CMC Cometals, the Company announced its plan to
pursue sales of both its CMC Cometals Steel division located in
Irving, Texas, which markets steel products, as well as a
restructuring and sale of the remaining trading operations
located in Asia and Australia.

On June13, 2017, the Company issued a press release announcing
these plans, a copy of which is attached as Exhibit 99.1 to this
report and incorporated herein by reference.

Forward Looking Statements

Statements in this current report on Form 8-K about the expected
timing and completion of the Companys sale of CMC Cometals, the
Companys estimate of the related charges disclosed in Item2.05,
the Companys plan to exit its International Marketing and
Distribution segment, sell its CMC Cometals Steel division as
well as a restructure and sale of its remaining trading
operations located in Asia and Australia any other statements in
this report and in any exhibits filed herewith, other than
historical facts, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, as amended. These
forward-looking statements generally can be identified by phrases
such as we, the Company, 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. In addition, the Company may not be able to
complete the sale of CMC Cometals within the stated time period,
or at all, because of a number of factors, including without
limitation: the occurrence of any event, change or other
circumstances that could give rise to a termination of the
transaction under the terms of the Purchase Agreement; the
failure to obtain requisite regulatory approvals; or the failure
to satisfy other closing conditions. There is no guarantee that
any of the events anticipated by these forward-looking statements
will occur. If any of the events occur, there is no guarantee
what effect they will have on the Companys operations or
financial condition. Except as required by law, the Company
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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

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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.