IRVING, Texas, Jan. 19, 2021 /PRNewswire/ -- Commercial Metals Company (NYSE: CMC) ("CMC") announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 5.750% Senior Notes due 2026 (the "2026 Notes").
The Tender Offer will expire at 12:00 midnight, New York City Time, at the end of the day on February 16, 2021, unless extended or earlier terminated by CMC (the "Expiration Time"). Tendered 2026 Notes may be withdrawn from the Tender Offer on or prior to, but not after, 5:00 p.m., New York City Time, on February 1, 2021 (the "Withdrawal Deadline") except as required by law.
Consideration per $1,000 Principal Amount of Notes Tendered
Under the terms of the Tender Offer, holders who validly tender their 2026 Notes at or prior to 5:00 p.m., New York City Time, on February 1, 2021 (the "Early Tender Time") and do not withdraw their 2026 Notes will be eligible to receive the total consideration of $1,037.50 per $1,000 principal amount of 2026 Notes tendered and accepted for purchase (the "Total Consideration"), which includes the early participation payment of $30.00 per $1,000 principal amount of 2026 Notes tendered and accepted for purchase (the "Early Tender Payment"). Holders who validly tender their 2026 Notes after the Early Tender Time but at or prior to the Expiration Time will be entitled to receive the tender offer consideration equal to the Total Consideration less the Early Tender Payment (the "Tender Offer Consideration"). In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders of 2026 Notes that are accepted in the Tender Offer will receive accrued and unpaid interest from and including the last interest payment date, and up to, but not including, the applicable settlement date.
The Tender Offer is contingent upon the satisfaction of certain conditions, including the condition that, prior to or on the Early Tender Time, CMC has consummated a financing transaction on terms and conditions satisfactory to CMC in its sole discretion. The Tender Offer is not conditioned upon a minimum amount of 2026 Notes being tendered.
Subject to the satisfaction or waiver of certain conditions, CMC reserves the right, following the Early Tender Time, to accept for purchase prior to the Expiration Date all 2026 Notes validly tendered on or prior to the Early Tender Time and not validly withdrawn prior to the Withdrawal Deadline (an "Early Settlement Election"). CMC will announce whether it intends to exercise the Early Settlement Election following the Early Tender Time. If CMC exercises the Early Settlement Election, CMC currently expects the settlement date for 2026 Notes tendered at or prior to the Early Tender Time to be promptly after the exercise of the Early Settlement Election. The settlement date for 2026 Notes tendered after the Early Tender Time and at or prior to the Expiration Time, and accepted by CMC for purchase in the Tender Offer will occur promptly after the Expiration Time.
Concurrently with the commencement of the Tender Offer, CMC issued a conditional notice of full redemption to holders of the 2026 Notes providing for the redemption of any and all 2026 Notes that remain outstanding after the completion of the Tender Offer. The redemption price for the 2026 Notes will be equal to 100.00% 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 governing the 2026 Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. The redemption is conditioned upon, among other things, the consummation of a financing transaction on terms and conditions satisfactory in all respects to CMC in its sole discretion. The redemption date is February 19, 2021.
The Tender Offer is being made pursuant to an Offer to Purchase dated January 19, 2021 (the "Offer to Purchase"), which more fully sets forth the terms and conditions of the Tender Offer. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.
Requests for documents relating to the Tender Offer may be directed to Global Bondholder Services Corporation, the Depositary and Information Agent, at (866) 924-2200 (toll-free) or (212) 430-3774 (collect). Citigroup Global Markets Inc. will act as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).
None of CMC, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustee of the 2026 Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their 2026 Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2026 Notes and, if so, the principal amount of 2026 Notes to tender. The Tender Offer is made only by the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any 2026 Notes in the Tender Offer or an offer to sell or a solicitation of an offer to buy any security. The Tender Offer is not being made to holders of 2026 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release shall not constitute a notice of redemption under the indenture governing the 2026 Notes.
About Commercial Metals Company
Commercial Metals Company and its subsidiaries manufacture, recycle and fabricate steel and metal products, related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, two rerolling mills, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the U.S. and Poland.
This news release contains "forward-looking statements" which involve risks and uncertainties with respect to CMC's expectations concerning the offering of the notes and the tender offer for the 2026 Notes. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.
Our forward-looking statements are based on management's expectations and beliefs as of the time this news release is issued. 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. Except as required by law, we undertake 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 any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and in Part II, Item 1A, Risk Factors of our subsequent Quarterly Reports on Form 10-Q as well as the following: the satisfaction or waiver of closing conditions with respect to the tender offer for the 2026 Notes; changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing; impacts from COVID-19 on the economy, demand for our products and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact from the distribution of various COVID-19 vaccines; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts; activity in repurchasing shares of our common stock under our repurchase program; financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions, and the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; impact of goodwill impairment charges; impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including the impact of the 2020 U.S. election on current trade regulations, such as Section 232 trade tariffs, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; civil unrest, protests and riots; new and clarifying guidance with regard to interpretation of certain provisions of the Tax Cuts and Jobs Act that could impact our assessment; and increased costs related to health care reform legislation.
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SOURCE Commercial Metals Company