Commercial Metals Company Announces Extension of Expiration Date of Registered Exchange Offer for Previously Issued 5.750% Senior Notes Due 2026
IRVING, Texas, Jan. 11, 2019 /PRNewswire/ -- Commercial Metals Company (NYSE: CMC) ("CMC" or the "Company") today announced that in light of the closing of executive departments and agencies of the U.S. federal government, including the Securities and Exchange Commission (the "SEC"), on Monday, December 24, 2018, the Company has extended the expiration date of its previously announced debt exchange offer to 5:00 p.m., New York City time, on January 15, 2019, unless further extended or earlier terminated (the "Expiration Date").
On December 13, 2018, the Company announced that it was commencing an offer to exchange up to $350.0 million in aggregate principal amount of new 5.750% Senior Notes due 2026 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended, for a like principal amount of unregistered 5.750% Senior Notes due 2026 (the "Old Notes"). The exchange offer is being made pursuant to terms set forth in a prospectus dated December 13, 2018. Except for the extension of the Expiration Date of the exchange offer as described herein, the terms and conditions of the exchange offer set forth in the prospectus remain the same.
As of 5:00 p.m., New York City time, on January 10, 2019, $50.0 million in aggregate principal amount (which is approximately 14.3% of the total outstanding principal amount) of the Old Notes had been validly tendered and not validly withdrawn in the exchange offer. Holders of Old Notes that have already validly tendered and not validly withdrawn their Old Notes in the exchange offer do not need to re-tender their Old Notes or take any other action in response to the extension of the exchange offer. Tenders of the Old Notes must be made before the Expiration Date and may be withdrawn at any time before the Expiration Date.
Documents related to the exchange offer, including the prospectus and the associated letter of transmittal, have been filed with the SEC, and may be obtained from the exchange agent, U.S. Bank National Association ("U.S. Bank"). U.S. Bank's address, telephone number and facsimile number are as follows.
By Mail, Overnight Courier or Hand Delivery:
U.S. Bank National Association
Attn: Corporate Actions
111 Fillmore Avenue
St. Paul, Minnesota 55107
By Facsimile Transmission (eligible institutions only): (651) 466-7367
For Information or Confirmation by Telephone: 1-800-934-6802
This press release shall not constitute an offer to exchange nor a solicitation of an offer to exchange the Old Notes. The exchange offer is being made only by the prospectus dated December 13, 2018 and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
About Commercial Metals Company
Commercial Metals Company and its subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network of facilities that includes eight electric arc furnace ("EAF") mini mills, two EAF micro mills, a rerolling mill, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the United States and Poland.
Forward-Looking Statements
This news release contains forward-looking statements regarding the Company's expectations relating to the exchange offer. These forward-looking statements generally can be identified by phrases such as we, CMC or its management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears" or other similar words or phrases. These and other forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. 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. Results may be materially affected by factors such as the satisfaction or waiver of closing conditions with respect to the exchange offer and other risks described in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K for the year ended August 31, 2018. 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.
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