Commercial Metals Company filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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 1.01 | Entry into a Material Definitive Agreement. |
On May 15, 2025, Commercial Metal Company (the “Company”) entered into a Loan Agreement dated as of May 1, 2025 (the “Loan Agreement”) with the West Virginia Economic Development Authority (the “Issuer”) whereby the Issuer loaned $150.0 million in proceeds from the sale of Solid Waste Disposal Facilities Revenue Bonds (Commercial Metals Company Project), Series 2025 in the aggregate principal amount of $150.0 million (the “Bonds”) to the Company to finance a portion of the costs of the construction of solid waste disposal facilities located in Berkeley County, West Virginia. Under the Loan Agreement, the Company will make semiannual interest payments on the outstanding principal of the Bonds on April 15 and October 15 of each year, with the first such interest payment due on October 15, 2025. The principal of the Bonds will be due at maturity on April 15, 2055. Prior to May 15, 2030 (the “First Premium Call Date”), the Bonds may be redeemed in whole or in part at the election of the Company at a redemption price equal to 100% of the principal amount thereof, plus a make-whole premium as of, and accrued and unpaid interest thereon to, if any, the relevant redemption date. In addition, on or after the First Premium Call Date, the Bonds may be redeemed in whole or in part at the election of the Company at the redemption prices (expressed as a percentage of the principal amount thereof) shown below, plus accrued and unpaid interest to the relevant redemption date.
| Redemption Date |
Redemption Price | |||
| May 15, 2030 through May 14, 2031 |
102 | % | ||
| May 15, 2031 through November 14, 2031 |
101 | % | ||
| November 15, 2031 and thereafter |
100 | % | ||
In addition, the Bonds are subject to mandatory tender for purchase on May 15, 2032, at a purchase price equal to 100% of the principal amount thereof, plus interest to the purchase date, and the Bonds are subject to mandatory tender for purchase on any conversion date selected by the Company, on or after the First Premium Call Date, at a purchase price equal to the then applicable redemption price, plus accrued interest to the purchase date.
The Bonds are the special limited obligations of the Issuer, and the Issuer has assigned substantially all of its rights under the Loan Agreement to the trustee for the bondholders as security for the Bonds. CMC’s obligations under the Loan Agreement are senior unsecured obligations.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events. |
On May 15, 2025, the Company issued a press release announcing the closing of the previously announced sale of the Bonds. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Loan Agreement, dated May 1, 2025, between the West Virginia Economic Development Authority and Commercial Metals Company | |
| 99.1 | Press Release issued by Commercial Metals Company on May 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL METALS COMPANY | ||||||
| Date: May 15, 2025 | By: | /s/ Paul J. Lawrence | ||||
| Name: | Paul J. Lawrence | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||