01—Abstract
Summary
Summary of the 8-K filed March 5, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 3, 2025, Nucor Corporation entered into an underwriting agreement with BofA Securities, Inc., J.P.
Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for the sale of $500,000,000a aggregate principal amount of its 4.650% Notes due 2030 and $500,000,000 aggregate principal amount of its 5.100% Notes due 2035. The Notes were registered under the company's Form S-3 (Registration No. 333-274169) filed August 23, 2023. The company completed the issuance and sale on March 5, 2025, receiving net proceeds of approximately $988.2 million after expenses and the underwriting discount.
The Notes are senior unsecured obligations ranking equally with the company's existing and future senior unsecured indebtedness. They are effectively subordinated to secured indebtedness to the extent of the value of the collateral, and structurally subordinated to all liabilities of the company's subsidiaries. The indenture, as supplemented by a sixth supplemental indenture dated March 5, 2025, limits the company and its Restricted Subsidiaries from securing indebtedness with liens on certain property or stock, and from certain sale and leaseback transactions on certain properties.
The 2030 Notes mature June 1, 2030 and the 2035 Notes mature June 1, 2035, with semi-annual interest payments on June 1 and December 1 beginning December 1, 2025. The notes are redeemable at the company's option before the par call dates (May 1, 2030 for the 2030 Notes and March 1, 2035 for the 2035 Notes) at the greater of a make-whole price based on the Treasury Rate plus a specified premium and 100%b of principal, and at 100% of principal thereafter.
Upon a Change of Control Triggering Event, holders may require repurchase at 101%c of principal plus accrued interest. The notes have no established trading market, and the company does not intend to list them.
02—Key points
Key Highlights
- Nucor issued $500 million of 4.650% Notes due 2030 and $500 million of 5.100% Notes due 2035, for $1 billion in total principal.
- Net proceeds from the offering were approximately $988.2 million after expenses and the underwriting discount.
- The Notes were issued under a Form S-3 shelf registration (No. 333-274169) filed August 23, 2023, and closed March 5, 2025.
- The Notes are senior unsecured obligations, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities.
- The indenture limits liens on certain property or stock and certain sale and leaseback transactions by the company and its Restricted Subsidiaries.
- Interest is payable semi-annually on June 1 and December 1, beginning December 1, 2025.
- Change of control holders may require repurchase at 101% of principal plus accrued interest, subject to a redemption exception.
03—Questions
Frequently Asked Questions
How much did Nucor raise from this debt offering?
Nucor sold $500 million of 2030 Notes and $500 million of 2035 Notes, totaling $1 billion in aggregate principal. Net proceeds after expenses and the underwriting discount were approximately $988.2 million.
What are the interest rates and maturity dates of the notes?
The 4.650% Notes mature June 1, 2030, and the 5.100% Notes mature June 1, 2035. Interest is paid semi-annually in arrears on June 1 and December 1, starting December 1, 2025.
How can Nucor redeem the notes early?
Before the par call dates (May 1, 2030 for the 2030 Notes and March 1, 2035 for the 2035 Notes), Nucor may redeem at the greater of a make-whole price based on the Treasury Rate plus a specified premium, or 100% of principal, plus accrued interest. On or after those dates, redemption is at 100% of principal plus accrued interest.
Do the notes give holders protection if control of Nucor changes?
Yes. Upon a Change of Control Triggering Event, holders may require Nucor to repurchase their notes at 101% of principal plus accrued and unpaid interest, unless Nucor has delivered a redemption notice within 30 days stating all notes will be redeemed.
Are the notes listed on an exchange or traded?
No. Each series is a new issue with no established trading market, and Nucor does not intend to apply for listing on any securities exchange or quotation system.
04—Continue