Commercial Metals (NYSE: CMC) closes Foley deal, issues $1.0B and $1.0B notes

Rhea-AI Filing Summary

Commercial Metals Company completed its acquisition of the Foley Companies for a cash purchase price of $1.84 billion. The deal gives Commercial Metals full ownership of Holdco and Oaktree Blocker, bringing the Foley operations under its control.

The company funded the acquisition using proceeds from two senior unsecured note offerings: $1.0 billion of 5.750% notes due November 2033 and $1.0 billion of 6.000% notes due December 2035. The note proceeds were first placed in escrow and then released at closing, which brought the commitments under a previously arranged $1.85 billion bridge loan facility down to zero and led to termination of that commitment letter.

Commercial Metals plans to file separate financial statements for the acquired business and related pro forma financial information by amendment, no later than 71 days after this report was required to be filed, giving investors a clearer view of the combined company’s financial profile.

Insights

M&A and Capital Structure Analyst

Commercial Metals closed a $1.84B Foley acquisition funded with long-term notes, replacing a short-term bridge facility.

Commercial Metals Company executed an all-cash purchase of the Foley Companies at $1.84 billion, acquiring all equity in Holdco and Oaktree Blocker. This adds the Foley operations into Commercial Metals’ portfolio and locks in a fixed cash cost for the transaction rather than a contingent, market-dependent structure.

The company financed the deal with two series of senior unsecured notes: $1.0 billion of 5.750% notes due November 2033 and $1.0 billion of 6.000% notes due December 2035. Proceeds were held in escrow until closing, then used to fund the acquisition, while the remaining commitments under a $1.85 billion 364-day bridge loan facility were reduced to zero. A related $600.0 million revolving credit facility commitment had already been eliminated in an earlier amendment.

Upon closing, the commitment letter for the bridge and revolving facilities terminated, signaling that permanent financing is now in place through the long-dated notes. The company also plans to provide financial statements for the acquired business and pro forma information within 71 days of when the report was required, which will help clarify how the Foley assets affect Commercial Metals’ scale, margins and leverage profile once those details are disclosed.

COMMERCIAL METALS Co false 0000022444 0000022444 2025-12-15 2025-12-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2025

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4304		75-0725338
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6565 N. MacArthur Blvd. Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

(214) 689-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CMC		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 15, 2025, Commercial Metals Company (the “Company”) consummated the transactions contemplated by the previously disclosed Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 15, 2025, with the equityholders of the Foley Companies (defined below), The Concrete Company, OCM SSF II Foley Holdings, L.P., FPC Holdco, LLC (“Holdco”) and OCM SSF II Foley Blocker, LLC (“Oaktree Blocker” and, together with Holdco, the “Foley Companies”).

Pursuant to the terms and conditions of the Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “Acquisition”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the Company’s issuance of $1.0 billion of 5.750% senior unsecured notes due November 2033 and $1.0 billion of 6.000% senior unsecured notes due December 2035 (such transaction, the “Notes Offering”), the gross proceeds of which were deposited into an escrow account at the closing of the Notes Offering and were subsequently released in connection with the closing of the Acquisition.

The material terms of the Purchase Agreement and a description of the Acquisition were reported in Item 1.01 of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2025 and are incorporated herein by reference. The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2025 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On December 15, 2025, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

As previously disclosed, on October 15, 2025, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. and Citigroup Global Markets Inc. (“Citi”), pursuant to which, subject to the terms and conditions set forth therein, Bank of America and Citi agreed to provide the Company (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Loan Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million, which was subsequently eliminated in connection with the amendment and restatement of the Commitment Letter on October 31, 2025. In connection with the completion of the Notes Offering, the remaining commitments under the Bridge Loan Facility were reduced to zero. Upon closing of the Acquisition, the Commitment Letter terminated, effective as of December 15, 2025.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Company intends to file the financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.

(d) Exhibits

2.1†		Securities Purchase Agreement, dated as of October 15, 2025, by and among Commercial Metals Company, The Concrete Company, OCM SSF II Foley Holdings, L.P., FPC Holdco, LLC, OCM SSF II Foley Blocker, LLC and the sellers identified on the signature pages thereto (filed as Exhibit 2.1 to Commercial Metals Company’s Current Report on Form 8-K dated October 16, 2025 and incorporated herein by reference).
99.1		Press Release issued by Commercial Metals Company on December 15, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 15, 2025

COMMERCIAL METALS COMPANY
By:		/s/ Paul J. Lawrence
Name:		Paul J. Lawrence
Title:		Senior Vice President and Chief Financial Officer

FAQ

What transaction did Commercial Metals Company (CMC) complete on December 15, 2025?

On December 15, 2025, Commercial Metals Company completed the acquisition of all issued and outstanding equity securities of Holdco and Oaktree Blocker, collectively referred to as the Foley Companies.

How much did Commercial Metals Company pay for the Foley Companies?

Commercial Metals Company paid a cash purchase price of $1.84 billion for the Foley Companies, subject to customary purchase price adjustments described in the securities purchase agreement.

How did Commercial Metals Company (CMC) finance the Foley acquisition?

The acquisition was funded with proceeds from two senior unsecured note offerings: $1.0 billion of 5.750% notes due November 2033 and $1.0 billion of 6.000% notes due December 2035. The proceeds were initially deposited into an escrow account and released at the closing of the acquisition.

What happened to Commercial Metals Companys bridge loan facility and revolving credit facility?

CMC had a commitment letter for a $1.85 billion 364-day senior unsecured bridge loan facility and a $600.0 million senior secured revolving credit facility. The revolving facility commitment was eliminated in an amendment on October 31, 2025, and after the notes offering, the remaining bridge loan commitments were reduced to zero. The commitment letter terminated when the acquisition closed on December 15, 2025.

When will Commercial Metals Company (CMC) provide financial statements for the Foley acquisition?

Commercial Metals Company intends to file the financial statements of the business acquired and the related pro forma financial information by amendment, as soon as practicable and no later than 71 days after the date on which this report is required to be filed.

Did Commercial Metals Company issue a press release about the Foley acquisition?

Yes. On December 15, 2025, Commercial Metals Company issued a press release announcing the consummation of the acquisition, which is included as Exhibit 99.1 to the report.