Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On January 19, 2021, 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 $300.0 million aggregate principal amount of 3.875% Senior Notes due
2031 (the "2031 Notes"). The issuance and sale of the 2031 Notes has been
registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on January 19, 2021
(Registration No. 333-252191).
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 2031 Notes and customary contribution provisions in
respect of those liabilities. Subject to customary closing conditions, the sale
of the 2031 Notes is expected to close on or about February 2, 2021.
The Company intends to use the net proceeds from the sale of the 2031 Notes,
which net proceeds are expected to be approximately $295.2 million, after
deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company, together with cash on hand, to fund a cash tender offer
(the "Tender Offer") for any and all of the Company's outstanding 5.750% Senior
Notes due 2026 (the "2026 Notes") and to redeem any remaining 2026 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, commercial banking, investment
banking and advisory 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
Company's credit facility and accounts receivables facilities. In addition,
Citigroup is the dealer manager 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 2031 Notes. Additionally, certain of
the Underwriters or their affiliates may be holders of the 2026 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.
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Item 8.01 Other Events.
Tender Offer
On January 19, 2021, the Company issued a press release announcing the
commencement of the Tender Offer to purchase any and all of its outstanding 2026
Notes. A copy of the press release, 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 January 19, 2021, the Company issued a press release announcing the public
offering of the 2031 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 January 19, 2021, the Company issued a press release announcing the pricing
of its public offering of the 2031 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.
Redemption of the 2026 Notes
On January 19, 2021, the Company issued a conditional notice of full redemption
to redeem any and all 2026 Notes that remain outstanding following the
consummation of the Tender Offer, pursuant to the terms of the Indenture (as
defined below) governing the 2026 Notes. The redemption will be conditioned upon
the successful completion of the public offering of the 2031 Notes on pricing,
terms and conditions satisfactory to the Company in its sole discretion. The
Company has fixed February 19, 2021 as the redemption date. The redemption price
will be equal to 100% of the principal amount of the 2026 Notes redeemed plus a
"make-whole" premium calculated as set forth in the 2026 Notes and the
Indenture, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date. The 2026 Notes were issued under and are governed by the
Indenture, dated May 6, 2013, between the Company and U.S. Bank National
Association as trustee, as supplemented by the Third Supplemental Indenture
dated May 3, 2018 (collectively, the "Indenture").
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 19, 2021, among Commercial
Metals Company and Citigroup Global Markets Inc., as representatives
of the several underwriters named therein.
99.1 Press Release issued by Commercial Metals Company on January 19,
2021.
99.2 Press Release issued by Commercial Metals Company on January 19,
2021.
99.3 Press Release issued by Commercial Metals Company on January 19,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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