Commercial Metals Company Prices Offering of $2,000 Million Senior Notes in Two Tranches

Rhea-AI Summary

Commercial Metals Company (NYSE: CMC) priced an exempt offering of $2,000,000,000 of senior unsecured notes in two tranches: $1,000,000,000 5.75% notes due Nov 15, 2033 and $1,000,000,000 6.00% notes due Dec 15, 2035. The offering is expected to close on or about Nov 26, 2025. Net proceeds are intended to fund the previously announced Foley Acquisition, pay transaction fees, and for general corporate purposes. The notes rank equally with existing senior unsecured debt and must be redeemed at 100% of issue price plus accrued interest if the Foley Acquisition is not completed on or prior to Oct 15, 2026.

Positive

• Issued $2.0 billion of senior unsecured notes
• Two tranches: 5.75% (2033) and 6.00% (2035)
• Proceeds designated to fund the Foley Acquisition
• Expected closing on or about Nov 26, 2025

Negative

• Adds $2.0 billion of senior unsecured debt to balance sheet
• Special mandatory redemption if Foley Acquisition fails by Oct 15, 2026
• Notes rank equally with existing debt, offering no seniority protection

Insights

Capital Markets Strategist

CMC is issuing $2,000 million of senior unsecured notes to fund a planned acquisition; closing expected Nov 26, 2025.

What happens: Commercial Metals Company will issue $1,000 million of 5.75% notes due Nov 15, 2033 and $1,000 million of 6.00% notes due Dec 15, 2035. The notes rank as senior unsecured debt and are intended to fund the purchase price and fees for the Foley Acquisition and for general corporate purposes.

Key dependencies and risks: The Offering will close on or about Nov 26, 2025 and is not conditioned on the Foley Acquisition closing. If the Foley Acquisition fails to close by Oct 15, 2026 (or the purchase agreement is terminated earlier), CMC must redeem the notes at 100% of issue price plus accrued interest, creating a clear contingent redemption obligation. The issuance increases senior unsecured indebtedness and creates fixed interest commitments at 5.75% and 6.00% that will affect cash interest expense over the bonds' lives.

What to watch (near term): monitor the Offering close around Nov 26, 2025, progress and definitive closing of the Foley Acquisition before Oct 15, 2026, and any covenant or rating commentary tied to the new issuance; these items determine whether proceeds permanently fund the acquisition or trigger the special mandatory redemption.

IRVING, Texas, Nov. 12, 2025 /PRNewswire/ -- Commercial Metals Company (NYSE: CMC) ("CMC" or the "Company") announced today that it has agreed to sell $1,000 million in aggregate principal amount of 5.75% Senior Notes due 2033 (the "2033 Notes") and $1,000 million in aggregate principal amount of 6.00% Senior Notes due 2035 (the "2035 Notes" and, together with the 2033 Notes, the "Notes") in an offering (the "Offering") exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  The Offering is expected to close on or about November 26, 2025, subject to customary closing conditions.

The Notes will be CMC's senior unsecured obligations and will rank equally with all of its existing and future senior unsecured indebtedness. The 2033 Notes will mature on November 15, 2033 and the 2035 Notes will mature on December 15, 2035, unless earlier repurchased or redeemed.

CMC intends to use the net proceeds from the sale of the Notes to fund the purchase price for the Company's previously announced acquisition of all of the issued and outstanding equity securities of entities that own Foley Products Company, LLC (such transaction, the "Foley Acquisition") and transaction-related fees and expenses and for general corporate purposes.

The Offering of the Notes is not conditioned upon, and will be consummated before, the closing of the Foley Acquisition, and the closing of the Foley Acquisition is not contingent upon the completion of the Offering. In the event that the Foley Acquisition is not completed on or prior to October 15, 2026, or if prior to such date, the securities purchase agreement with respect to the Foley Acquisition is terminated, CMC will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or from the most recent date to which interest has been paid or provided for, to but not including the special mandatory redemption date.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, if at all, will be made only pursuant to Rule 144A or Regulation S under the Securities Act.

About CMC

CMC is an innovative solutions provider helping build a stronger, safer, and more sustainable world. Through an extensive manufacturing network principally located in the United States and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC's solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial, and energy generation and transmission.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws with respect to CMC's expectations concerning the Offering and the Foley Acquisition. 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.

CMC's forward-looking statements are based on management's expectations and beliefs as of the time this news release was prepared. 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 our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K for the fiscal year ended August 31, 2025, as well as the following: 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 downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the unfavorable judgment against us in the Pacific Steel Group litigation; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; 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 increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our 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; our 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; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.

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SOURCE Commercial Metals Company

FAQ

What did Commercial Metals Company (CMC) announce about the $2.0B note offering on Nov 12, 2025?

CMC priced $1.0B 5.75% notes due Nov 15, 2033 and $1.0B 6.00% notes due Dec 15, 2035, expected to close on or about Nov 26, 2025.

How will CMC use the proceeds from the Nov 2025 note offering (NYSE: CMC)?

Net proceeds are intended to fund the Foley Acquisition, pay transaction fees and expenses, and for general corporate purposes.

What happens to the CMC notes if the Foley Acquisition is not completed by Oct 15, 2026?

CMC must redeem all notes at 100% of the initial issue price plus accrued and unpaid interest if the acquisition is not completed by Oct 15, 2026.

When do the CMC 2033 and 2035 notes mature and how are they ranked?

The 2033 notes mature on Nov 15, 2033 and the 2035 notes on Dec 15, 2035; both are senior unsecured and rank equally with CMC's existing senior unsecured indebtedness.

Who can buy the CMC notes offered in November 2025 (NYSE: CMC)?

The notes are offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S.

Will the CMC note offering closing depend on the Foley Acquisition closing?

No; the offering is not conditioned on the Foley Acquisition and is expected to close before the acquisition closes.