How much capital did Steel Dynamics raise from the notes offering?

The Company sold $600 million of 5.250% Notes due 2035 and $400 million of 5.750% Notes due 2055, for $1.0 billion aggregate principal amount. The Company received net proceeds of approximately $972 million after expenses and the underwriting discount.

What will the proceeds be used for?

The Company plans to use the net proceeds for general corporate purposes, which may include repaying at or before maturity its 2.400% Notes due 2025, working capital, capital expenditures, subsidiary investments, acquisitions, redeeming other debt, and purchasing common stock.

When do the notes mature and when is interest paid?

The 2035 Notes mature May 15, 2035, and the 2055 Notes mature May 15, 2055. Both bear interest payable semi-annually on May 15 and November 15, beginning November 15, 2025.

Can Steel Dynamics redeem the notes early?

Yes. Before February 15, 2035 for the 2035 Notes and before November 15, 2054 for the 2055 Notes, the Company may redeem at the greater of a make-whole price based on the Treasury Rate plus 20 basis points (2035 Notes) or 25 basis points (2055 Notes) or 100% of principal, plus accrued interest. On or after those Par Call Dates, redemption is at 100% of principal plus accrued interest.

How do the notes rank relative to other Company debt?

The notes are senior unsecured obligations that rank equally in right of payment with all existing and future senior indebtedness and are senior to future subordinated debt. They are effectively subordinated to any secured debt to the extent of collateral value and structurally subordinated to all liabilities of the Company's subsidiaries.

STLD 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed March 12, 2025. Cited figures are marked; the original filing is the authoritative source.

Steel Dynamics, Inc. (NASDAQ/GS: STLD) completed the sale of $600 million^a aggregate principal amount of 5.250% Notes due 2035 and $400 million aggregate principal amount of 5.750% Notes due 2055 on March 12, 2025, under an effective Form S-3 shelf registration.

The Company reports net proceeds of approximately $972 million^b after expenses and the underwriting discount. The notes are senior unsecured obligations, rank equally with existing and future senior indebtedness, and are structurally subordinated to all liabilities of the Company's subsidiaries. Interest is payable semi-annually on May 15 and November 15, beginning November 15, 2025.

The Company plans to use the proceeds for general corporate purposes, which may include repaying its $400 million^c 2.400% Notes due 2025 at or before maturity, as well as working capital, capital expenditures, subsidiary funding, acquisitions, debt redemption, and share repurchases. The Indenture includes covenants limiting liens securing indebtedness, certain sale-leaseback transactions, and asset sales or mergers. Holders have a put right at 101% of principal upon a Change of Control Triggering Event.

The Company may redeem the notes before the par call dates (February 15, 2035 and November 15, 2054) at a make-whole price based on Treasury rates plus 20 basis points for the 2035 Notes and 25 basis points for the 2055 Notes. In the accompanying press release, CFO Theresa E.

Wagler stated that the Company remains committed to maintaining its investment grade credit ratings, which she said provide lower-cost, longer-term capital and enable optionality for value creation. Several underwriters' affiliates participate in the Company's $1.2 billion^d unsecured revolving credit facility maturing July 19, 2028, and some may receive a portion of the proceeds if they hold the 2025 Notes.

02—Key points

Key Highlights

Issued $600 million of 5.250% Notes due 2035 and $400 million of 5.750% Notes due 2055, totaling $1.0 billion in aggregate principal, closed March 12, 2025.
Net proceeds of approximately $972 million after expenses and underwriting discount.
Proceeds may be used to repay the $400 million 2.400% Notes due 2025, along with other general corporate purposes including share repurchases and acquisitions.
Notes are senior unsecured obligations, structurally subordinated to all subsidiary liabilities, and interest is paid semi-annually beginning November 15, 2025.
Indenture covenants limit liens securing debt, certain sale-leaseback transactions, and sales of substantially all assets or mergers.
Change of Control Triggering Event gives holders a right to require repurchase at 101% of principal plus accrued interest.
CFO Theresa E. Wagler stated the Company remains committed to maintaining investment grade credit ratings.

03—Questions

Frequently Asked Questions

How much capital did Steel Dynamics raise from the notes offering?
The Company sold $600 million of 5.250% Notes due 2035 and $400 million of 5.750% Notes due 2055, for $1.0 billion aggregate principal amount. The Company received net proceeds of approximately $972 million after expenses and the underwriting discount.
What will the proceeds be used for?
The Company plans to use the net proceeds for general corporate purposes, which may include repaying at or before maturity its 2.400% Notes due 2025, working capital, capital expenditures, subsidiary investments, acquisitions, redeeming other debt, and purchasing common stock.
When do the notes mature and when is interest paid?
The 2035 Notes mature May 15, 2035, and the 2055 Notes mature May 15, 2055. Both bear interest payable semi-annually on May 15 and November 15, beginning November 15, 2025.
Can Steel Dynamics redeem the notes early?
Yes. Before February 15, 2035 for the 2035 Notes and before November 15, 2054 for the 2055 Notes, the Company may redeem at the greater of a make-whole price based on the Treasury Rate plus 20 basis points (2035 Notes) or 25 basis points (2055 Notes) or 100% of principal, plus accrued interest. On or after those Par Call Dates, redemption is at 100% of principal plus accrued interest.
How do the notes rank relative to other Company debt?
The notes are senior unsecured obligations that rank equally in right of payment with all existing and future senior indebtedness and are senior to future subordinated debt. They are effectively subordinated to any secured debt to the extent of collateral value and structurally subordinated to all liabilities of the Company's subsidiaries.

04—Continue

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