01—Abstract
Summary
Summary of the 8-K filed June 28, 2024. Cited figures are marked; the original filing is the authoritative source.
Steel Dynamics, Inc. (STLD) entered into an Underwriting Agreement dated June 26, 2024 with J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters, for an offering of $600 milliona aggregate principal amount of its 5.375% Notes due 2034. The offering is expected to close on July 3, 2024, subject to customary closing conditions. The filing states that the Notes will be issued under the Indenture dated December 7, 2022 between the Company and U.S. Bank Trust Company, National Association, as trustee.
The filing states that the planned use of proceeds may be used in part to fund the Company's $400 millionb aggregate principal amount of 2.800% Senior Notes due 2024, and that underwriters or their affiliates holding those notes may receive a portion of the net proceeds. Several underwriters' affiliates also participate in the Company's $1.2 billion unsecured revolving credit facility maturing July 19, 2028, and they have received or may receive customary fees and commissions. The filing also discloses that U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the trustee.
The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference, and the filing is signed by Theresa E. Wagler, Executive Vice President and Chief Financial Officer, on June 28, 2024.
02—Key points
Key Highlights
- Steel Dynamics entered into an Underwriting Agreement on June 26, 2024 for a $600 million offering of 5.375% Notes due 2034.
- The offering is expected to close on July 3, 2024, subject to customary closing conditions.
- The Notes will be governed by the Indenture dated December 7, 2022 with U.S. Bank Trust Company, National Association, as trustee.
- Proceeds may be used in connection with repaying the $400 million 2.800% Senior Notes due 2024, with holders among the underwriters potentially receiving a portion of proceeds.
- Several underwriters' affiliates participate in the Company's $1.2 billion unsecured revolving credit facility maturing July 19, 2028.
- U.S. Bancorp Investments, Inc., an underwriter, is an affiliate of the trustee.
- The Underwriting Agreement is filed as Exhibit 1.1 to the Form 8-K.
03—Questions
Frequently Asked Questions
How much debt is Steel Dynamics offering in this transaction?
The Company agreed to offer and sell $600 million aggregate principal amount of its 5.375% Notes due 2034 under the Underwriting Agreement dated June 26, 2024.
When is the offering expected to close?
The filing states the offering is expected to close on July 3, 2024, subject to customary closing conditions.
Will the proceeds be used to repay existing debt?
The filing states that, as a result of the planned use of proceeds, underwriters or their affiliates holding the $400 million 2.800% Senior Notes due 2024 may receive a portion of the net proceeds.
Do the underwriters have other relationships with the Company?
Yes. The filing states that certain underwriters and their affiliates have engaged in commercial and investment banking and other dealings with the Company, and that affiliates of some underwriters participate in the Company's $1.2 billion unsecured revolving credit facility maturing July 19, 2028, receiving customary fees and commissions.
Who is the trustee for the Notes?
U.S. Bank Trust Company, National Association is the trustee under the Indenture dated December 7, 2022, which will govern the Notes. The filing notes that U.S. Bancorp Investments, Inc., an underwriter, is an affiliate of the trustee.
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