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    Commercial Metals Company filed SEC Form 8-K: Entry into a Material Definitive Agreement

    5/15/25 4:26:41 PM ET
    $CMC
    Steel/Iron Ore
    Industrials
    Get the next $CMC alert in real time by email
    8-K
    COMMERCIAL METALS Co TX false 0000022444 0000022444 2025-05-15 2025-05-15
     
     

    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): May 15, 2025

     

     

    Commercial Metals Company

    (Exact name of registrant as specified in its 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   CMC   New York Stock Exchange

    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
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