Item 1.01 Entry into a Material Definitive Agreement.
On
Terms Applicable to the 2030 Notes
The 2030 Notes were issued under an indenture, dated as of
The 2030 Notes are senior, unsecured obligations of the Company, and the 2030
Notes accrue interest at a fixed rate per annum equal to 4.125%. Interest on the
2030 Notes is payable on
Prior to
Terms Applicable to the 2032 Notes
The 2032 Notes were issued under the Indenture, as amended and supplemented by
the sixth supplemental indenture, dated as of
The 2032 Notes are senior, unsecured obligations of the Company, and the 2032
Notes accrue interest at a fixed rate per annum equal to 4.375%. Interest on the
2032 Notes is payable on
Prior to
at a redemption price of 104.375% of the principal amount of each 2032 Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
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Terms Applicable to Both the 2030 Notes and the 2032 Notes
Upon certain change of control triggering events with respect to a series of Notes, holders of the applicable series of Notes will have the right to require the Company to repurchase all or any part of the outstanding Notes of the applicable series at a repurchase price equal to 101% of the principal amount of the Notes of such series, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Within 30 days following any change of control triggering event or, at the Company's option, prior to any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of the applicable series of Notes describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase the Notes of such series on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed.
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants and warranties in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs with respect to a series of Notes, the Trustee or holders of not less than 25% in principal amount of the applicable series of Notes then outstanding may declare the principal amount of all of the Notes of such series to be due and payable immediately.
The foregoing description of the Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the 2030 Notes and the 2032 Notes does not purport to be complete and is qualified in its entirety by reference to the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein, and the form of the 2030 Notes and the form of the 2032 Notes, which are filed as Exhibits 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01 Other Events. Closing of the Notes Offering
On
Redemption of the 2027 Notes
As previously disclosed, on
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Fifth Supplemental Indenture, datedJanuary 28, 2022 , by and betweenCommercial Metals Company andU.S. Bank National Association , as trustee. 4.2 Sixth Supplemental Indenture, datedJanuary 28, 2022 , by and betweenCommercial Metals Company andU.S. Bank National Association , as trustee. 4.3 Form of 4.125% Senior Note due 2030. 4.4 Form of 4.375% Senior Note due 2032. 5.1 Opinion ofHaynes and Boone, LLP . 23.1 Consent ofHaynes and Boone, LLP (included in Exhibit 5.1). 99.1 Press Release issued byCommercial Metals Company onJanuary 28, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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