| Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 26, 2025, Commercial Metals Company (the “Company”) completed the private placement of $1,000 million in aggregate principal amount of its 5.75% Senior Notes due 2033 (the “2033 Notes”) and $1,000 million in aggregate principal amount of its 6.00% Senior Notes due 2035 (the “2035 Notes,” and together with the 2033 Notes, the “Notes”). The offering of the Notes was pursuant to the previously disclosed purchase agreement with BofA Securities, Inc. and Citigroup Global Markets Inc. as representatives of the initial purchasers named therein. The offering of the Notes was a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
The Company 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. Gross proceeds from the issuance of the Notes were deposited into an escrow account at the closing of the private placement, pending consummation of the Foley Acquisition. 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, the Company 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.
Terms Applicable to the 2033 Notes
The 2033 Notes were issued under an indenture, dated as of May 6, 2013 (as supplemented from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the seventh supplemental indenture, dated as of November 26, 2025 (the “Seventh Supplemental Indenture”), between the Company and the Trustee.
The 2033 Notes are senior, unsecured obligations of the Company and accrue interest at a fixed rate per annum equal to 5.75%. Interest on the 2033 Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2026, to the persons in whose names such 2033 Notes are registered at the close of business on the preceding May 1 or November 1, as the case may be. The 2033 Notes mature on November 15, 2033, unless earlier repurchased or redeemed. None of the Company’s subsidiaries are guarantors of the 2033 Notes nor are they guarantors of any of the Company’s other outstanding notes.
Prior to November 15, 2028, the Company will have the option to redeem some or all of the 2033 Notes at a redemption price equal to 100% of the principal amount of the 2033 Notes, plus an applicable premium and accrued and unpaid interest, if any, to, but not including, the date of redemption. Additionally, on or after November 15, 2028, the Company may redeem some or all of the 2033 Notes at the redemption prices set forth in the Seventh Supplemental Indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to November 15, 2028, and subject to certain limitations, the Company may redeem up to 40% of the aggregate principal amount of the 2033 Notes outstanding with the net cash proceeds of certain equity offerings at a redemption price of 105.75% of the principal amount of each 2033 Note to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
Terms Applicable to the 2035 Notes
The 2035 Notes were issued under the Indenture, as amended and supplemented by the eighth supplemental indenture, dated as of November 26, 2025 (the “Eighth Supplemental Indenture”), between the Company and the Trustee.
The 2035 Notes are senior, unsecured obligations of the Company and accrue interest at a fixed rate per annum equal to 6.00%. Interest on the 2035 Notes is payable on June 15 and December 15 of each year, beginning on June 15, 2026, to the persons in whose names such 2035 Notes are registered at the close of business on the preceding June 1 or December 1, as the case may be. The 2035 Notes mature on December 15, 2035, unless earlier repurchased or redeemed. None of the Company’s subsidiaries are guarantors of the 2035 Notes nor are they guarantors of any of the Company’s other outstanding notes.
Prior to December 15, 2030, the Company will have the option to redeem some or all of the 2035 Notes at a redemption price equal to 100% of the principal amount of the 2035 Notes, plus an applicable premium and accrued and unpaid interest, if any, to, but not including, the date of redemption. Additionally, on or after December 15, 2030, the Company may redeem some or all of the 2035 Notes at the redemption prices set forth in the Eighth Supplemental Indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to December 15, 2028, and subject to certain limitations, the Company may redeem up to 40% of the aggregate principal amount of the 2035 Notes outstanding with the net cash proceeds of certain equity offerings at a redemption price of 106% of the principal amount of each 2035 Note to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
