FORT WAYNE, INDIANA, August 2, 2012 – Steel Dynamics, Inc. (the
“Company”) (NASDAQ/GS: STLD) today announced that it has commenced a
cash tender offer (the “Tender Offer”) for up to $210 million of the
approximately $420 million outstanding aggregate principal amount of its
7⅜% Senior Notes due 2012 (CUSIP Nos. 858119AJ9 and 858119AK6; ISIN
US858119AJ99 and US858119AK62) (the “2012 Notes”), and for any and all
of the $500 million outstanding aggregate principal amount of its 7¾%
Senior Notes due 2016 (CUSIP No. 858119ANO; ISIN US858119AN02) (the
“2016 Notes” and with the 2012 Notes collectively the “Notes”).
Concurrently with the Tender Offer, the Company is soliciting consents
(the “Consent Solicitation” and together with the Tender Offer, the
“Offer”) from the holders of the 2016 Notes to proposed amendments (the
“Proposed Amendments”) to the Indenture governing the 2016 Notes which
would shorten the advance notice period required for the Company to
redeem 2016 Notes from 30 days to three business days prior to the
redemption date. The terms of the Offer are described in the Offer to
Purchase and Consent Solicitation Statement dated August 2, 2012 (the
“Offer to Purchase”), and a related Letter of Transmittal and Consent
(the “Letter of Transmittal”), which are being sent to holders of the
Notes.
The Offer is subject to a number of conditions that are set forth in
the Offer to Purchase, including, without limitation, the completion of a
new debt financing on terms reasonably satisfactory to the Company and
in an amount generating net proceeds sufficient to purchase Notes
tendered in the Offer up to the Tender Cap (as defined in the Offer to
Purchase). The Company’s obligations to accept any Notes tendered and to
pay the consideration for them are set forth solely in the Offer to
Purchase and the Letter of Transmittal.
Holders must validly tender their Notes prior to the early tender
deadline of 5:00 p.m., New York City time, on August 15, 2012, unless
extended (the “Early Tender Date”), in order to be eligible to receive
the “Total Consideration.” The Total Consideration will equal $1,014.10
per $1,000 principal amount of 2012 Notes and $1,041.75 per $1,000
principal amount of the 2016 Notes which, in each case, includes an
early tender payment of $30.00 per $1,000 principal amount of Notes,
plus any accrued and unpaid interest on the Notes up to, but not
including, the payment date for the Notes.
The Offer expires at 11:59 p.m., New York City time, on August 29,
2012 unless extended (the “Expiration Date”). Holders who validly tender
their Notes after the Early Tender Date but on or prior to the
Expiration Date shall be eligible to receive the “Tender Offer
Consideration” equal to $984.10 per $1,000 principal amount of 2012
Notes and $1,011.75 per $1,000 principal amount of the 2016 Notes, plus
any accrued and unpaid interest on the Notes up to, but not including,
the payment date for the Notes. Holders of Notes tendered after the
Early Tender Date will not be eligible to receive the early tender
payment.
The Early Tender Date and the Expiration Date may be extended, and
the Company may withdraw or not complete the Offer. Except in certain
circumstances, Notes tendered may not be withdrawn after 5:00 p.m., New
York City time on August 15, 2012.
All 2012 Notes tendered at or prior to the Early Tender Date will be
accepted for purchase, subject to the applicable Maximum Tender Amount
(as described in the Offer to Purchase), before any 2016 Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Date
will be accepted for purchase. Notes validly tendered and not validly
withdrawn after the Early Tender Date but at or prior to the Expiration
Date will be eligible for purchase only if the aggregate principal
amount of Notes purchased at the Early Acceptance Date is less than the
Maximum Tender Amount applicable to such series of Notes and the Tender
Cap (as described in the Offer to Purchase). All 2012 Notes tendered
after the Early Tender Date but at or prior to the Expiration Date will
be accepted for purchase, subject to the Tender Cap and the applicable
Maximum Tender Amount, before any 2016 Notes validly tendered after the
Early Tender Date but at or prior to the Expiration Date will be
accepted for purchase. The aggregate principal amount of the 2012 Notes
purchased in the Offer is subject to a Maximum Tender Amount and may be
prorated as set forth in the Offer to Purchase.
This press release does not constitute an offer to sell or purchase
or a solicitation of an offer to sell any of the Notes or any other
securities, nor does it constitute a solicitation of consents to the
Proposed Amendments. The Offer is made only by, and pursuant to the
terms of, the Offer to Purchase, and the information in this press
release is qualified by reference to the Offer to Purchase and the
Letter of Transmittal. Subject to applicable law, the Company may amend,
extend, waive conditions to or terminate the Offer to Purchase,
including to increase the principal amount of Notes it may accept.
The Company has engaged BofA Merrill Lynch and Goldman, Sachs &
Co. as the dealer managers for the Offer. Persons with questions
regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 683-3215 (collect), or Goldman, Sachs & Co. at
(800) 828-3182 (toll-free) or (212) 357-0345. Requests for copies of the
Offer to Purchase or the Letter of Transmittal may be directed to D. F.
King & Co., Inc., the information agent for the Offer, at (800)
290-6427 (toll-free) or (212) 269-5550 (banks and brokers).
Forward-Looking Statements
Contact: Theresa E. Wagler, Executive Vice President and Chief Financial Officer—+1.260.969.3500 |