Nucor Announces Final Tender Results and Expiration of Previously Announced Private Exchange Offers
CHARLOTTE, N.C., Dec. 17, 2020 /PRNewswire/ -- Nucor Corporation (NYSE: NUE) ("Nucor" or the "Company") today announced the final results of its previously announced offers (collectively, the "Exchange Offers") to certain Eligible Holders (as defined in the Offering Memorandum (as defined below)) to exchange certain of the Company's outstanding debt securities for consideration consisting of the Company's new 2.979% Notes due 2055 (the "New Notes") and cash, the complete terms and conditions of which are set forth in an offering memorandum, dated November 18, 2020 (the "Offering Memorandum"), and the related letter of transmittal, dated November 18, 2020 (together with the Offering Memorandum, the "Offering Documents").
The Exchange Offers expired at 11:59 p.m., New York City time, on December 16, 2020 (the "Expiration Date"). On December 3, 2020, the Company announced that $106,569,000 aggregate principal amount of its 6.400% Notes due 2037 (the "2037 Notes"), $161,803,000 aggregate principal amount of its 5.200% Notes due 2043 (the "2043 Notes") and $170,781,000 aggregate principal amount of its 4.400% Notes due 2048 (the "2048 Notes" and, together with the 2037 Notes and the 2043 Notes, the "Existing Notes") had been tendered at or prior to 5:00 p.m., New York City time, on December 2, 2020 (the "Early Participation Deadline"). Also on December 3, 2020, the Company announced the pricing terms for the New Notes and that it had accepted for exchange all of the Existing Notes validly tendered, and not validly withdrawn, at or prior to the Early Participation Deadline. On December 7, 2020, the Company issued New Notes in an aggregate principal amount of $439,153,000 in exchange for the Existing Notes validly tendered, and not validly withdrawn, at or prior to the Early Participation Deadline and cash.
Based on information provided by D.F. King & Co., Inc., the exchange and information agent for the Exchange Offers, as of the Expiration Date, $100,000 aggregate principal amount of the 2037 Notes and $64,000 aggregate principal amount of the 2043 Notes had been validly tendered after the Early Participation Deadline and prior to the Expiration Date. No additional 2048 Notes were tendered after the Early Participation Deadline.
The Company expects to accept for exchange all of the Existing Notes validly tendered after the Early Participation Deadline and prior to the Expiration Date pursuant to the Exchange Offers. The settlement for the Existing Notes validly tendered after the Early Participation Deadline and prior to the Expiration Date and accepted for exchange by the Company is expected to take place on December 18, 2020 (the "Final Settlement Date"). Eligible Holders whose Existing Notes are accepted for exchange will receive the Exchange Consideration (as defined in the Offering Memorandum), plus accrued and unpaid interest to, but excluding, the Final Settlement Date. The amount of interest that has accrued on the New Notes that will be issued on the Final Settlement Date from, and including, December 7, 2020 (the "Early Settlement Date") will be deducted, to the extent possible, from the cash payable for accrued interest on the Existing Notes exchanged on the Final Settlement date.
This news release is not an offer to sell, or a solicitation of an offer to buy, any security. The Exchange Offers have expired and, prior to their expiration, were made solely by the Offering Documents and only to such persons and in such jurisdictions as permitted under applicable law.
Nucor and its affiliates are manufacturers of steel and steel products, with operating facilities in the United States, Canada and Mexico. Products produced include: carbon and alloy steel -- in bars, beams, sheet and plate; hollow structural section tubing; electrical conduit; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; precision castings; steel fasteners; metal building systems; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and hot briquetted iron / direct reduced iron; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America's largest recycler.
Certain statements contained in this news release are "forward-looking statements" that involve risks and uncertainties. The words "anticipate," "believe," "expect," "project," "may," "will," "should," "could" and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company's best judgment based on current information, and, although the Company bases these statements on circumstances that it believes to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this news release. Factors that might cause the Company's actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of Nucor's operations to prevailing steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) market demand for steel products, which, in the case of many of Nucor's products, is driven by the level of nonresidential construction activity in the United States, as well as prevailing domestic prices for oil and gas; (5) energy costs and availability; and (6) the impact of the COVID-19 pandemic. These and other factors are discussed in Nucor's regulatory filings with the Securities and Exchange Commission, including those in "Item 1A. Risk Factors" of Nucor's Annual Report on Form 10-K for the year ended December 31, 2019 and in "Item 1A. Risk Factors" of Nucor's Quarterly Reports on Form 10-Q for the quarters ended April 4, July 4 and October 3, 2020. The forward-looking statements contained in this news release speak only as of this date, and Nucor does not assume any obligation to update them, except as may be required by applicable law.
SOURCE Nucor Corporation