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
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 15, 2025, Commercial Metals Company (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the equityholders of the Foley Companies (defined below) (collectively, the “Sellers”), The Concrete Company, a Georgia corporation (the “Holdco Sellers’ Representative”), OCM SSF II Foley Holdings, L.P., a Delaware limited partnership (the “Oaktree Sellers’ Representative” and, together with the Holdco Sellers’ Representative, acting jointly as the “Sellers’ Representative”), FPC Holdco, LLC, a Delaware limited liability company (“Holdco”), and OCM SSF II Foley Blocker, LLC, a Delaware limited liability company (“Oaktree Blocker”), pursuant to which the Company will purchase from the Sellers (the “Acquisition”) all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (collectively, with their respective subsidiaries, the “Foley Companies”).
Pursuant to the terms and conditions of the Purchase Agreement, at the closing of the Acquisition (the “Closing”), the Company will pay a cash purchase price of $1.84 billion, which is subject to a customary purchase price adjustment as described in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants related to the Foley Companies. From the date of the Purchase Agreement until the Closing, the Foley Companies are required to operate the business in the ordinary course and to comply with certain covenants regarding the operation of the business.
The Closing is subject to the satisfaction or waiver of customary closing conditions, including, among others, (i) the absence of any law or order prohibiting the transactions contemplated by the Purchase Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the accuracy of representations and warranties set forth in the Purchase Agreement and compliance with covenants set forth in the Purchase Agreement (in each case, as may be subject to certain materiality or material adverse effect qualifications), and (iv) the absence of any material adverse effect on the Foley Companies. The obligation of the Company to consummate the Acquisition is not subject to any condition related to the availability of financing. The Company expects the Closing to occur in December 2025, subject to the satisfaction or waiver of such conditions.
The Purchase Agreement contains certain termination rights for the parties, including if the Acquisition does not close on or before April 15, 2026, which may be extended by either party for up to two successive three-month periods thereafter, if the waiting period under the HSR Act with respect to the Acquisition has not expired or been terminated but all other closing conditions have been satisfied or waived. In certain circumstances, the Company will be required to pay the Sellers’ Representative (for distribution to Sellers) a non-refundable termination fee of approximately $64.8 million following a termination of the Purchase Agreement.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by reference. The Purchase Agreement is being filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Foley Companies. The representations, warranties and covenants of each party set forth in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates set forth therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The Company’s investors and security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Foley Companies, the parties to the Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 7.01 | Regulation FD Disclosure |
On October 16, 2025, the Company issued a press release announcing the proposed Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Attached as Exhibit 99.2 to this Current Report and incorporated herein by reference is an investor presentation by the Company, dated October 16, 2025, in connection with the Acquisition.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, 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 |
Concurrently with the execution of the Purchase Agreement, the Company entered into a commitment letter, dated October 15, 2025 (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 to 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 (the “Backstop Facility”).
The Company may elect to borrow under the Bridge Loan Facility if proceeds from other financing sources sufficient to consummate the Acquisition are not available on or prior to the Closing. The commitments with respect to the Bridge Loan Facility will be reduced by an equivalent amount of the net cash proceeds received by the Company from certain credit facilities or the issuance by the Company of certain debt, equity or equity-linked securities, and upon other specified events, subject to certain exceptions set forth in the Commitment Letter.
The Backstop Facility is available to replace the outstanding commitments under the Company’s Existing Credit Agreement (as defined below) if the Company does not obtain an amendment, waiver or consent from the requisite lenders under the Existing Credit Agreement to, among other related items, permit the incurrence of loans under the Bridge Facility (if drawn). The “Existing Credit Agreement” refers to the Sixth Amended and Restated Credit Agreement, dated October 26, 2022, by and among the Company, Bank of America, as Administrative Agent, and the lenders named therein, as amended from time to time. If drawn, the Backstop Facility will have substantially the same terms as the Existing Credit Agreement.
The Company currently intends to finance the purchase price of the Acquisition and related fees and expenses with cash on hand, through one or more capital markets transactions (subject to market conditions and other factors), through borrowings under the Existing Credit Agreement or the Backstop Facility and, only to the extent necessary, borrowings under the Bridge Facility.
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, with respect to the proposed Acquisition and the timing thereof, the ability to obtain regulatory approvals and meet other closing conditions for the proposed Acquisition, potential synergies and organic growth provided by acquisitions and strategic investments (including the proposed Acquisition), and our expectations or beliefs concerning future events. The statements in this news release that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “estimates,” “future,” “intends,” “may,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
The Company’s forward-looking statements are based on management’s expectations and beliefs as of the time this Current Report 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, 2024, and Part II, Item 1A, “Risk Factors” of our subsequent quarterly reports on Form 10-Q, 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 geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; 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 on 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; 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; 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; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the Pacific Steel Group litigation and other legal proceedings; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.
| Item 9.01 | Financial Statements and Exhibits. |
(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. | |
| 99.1 | Press Release issued by Commercial Metals Company on October 16, 2025. | |
| 99.2 | Investor Presentation, dated October 16, 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: October 16, 2025
| COMMERCIAL METALS COMPANY | ||
| By: | /s/ Paul J. Lawrence | |
| Name: | Paul J. Lawrence | |
| Title: | Senior Vice President and Chief Financial Officer | |