FORT WAYNE, INDIANA, August 16, 2012 – Steel Dynamics, Inc. (the
“Company”) (NASDAQ/GS: STLD) today announced that, as of 5:00 p.m., New
York City time, on August 15, 2012 (the “Early Tender Deadline”), it had
received tenders from holders of $62,146,000 in aggregate principal
amount of its 7⅜% Senior Notes due 2012 (the “2012 Notes”), representing
approximately 14.79% of the outstanding 2012 Notes, and tenders and
related consents from holders of $410,462,000 in aggregate principal
amount of its 7¾% Senior Notes due 2016 (the “2016 Notes”) (the “2016
Notes” and with the 2012 Notes, collectively, the “Notes”), representing
approximately 82.09% of the outstanding 2016 Notes, in connection with
the Company’s previously announced cash tender offer for up to $210
million of the approximately $420 million outstanding aggregate
principal amount of the 2012 Notes, and for any and all of the $500
million outstanding aggregate principal amount of the 2016 Notes
(together, the “Tender Offer”).
Based upon the principal amount of Notes tendered to date, the
Company will recognize pre-tax charges, consisting of tender premiums
and the write-off of non-cash deferred bond fees, estimated at $20
million.
As result of the receipt of the requisite consents the Company
intends to enter into the supplemental indenture with the trustee
effecting the proposed amendments to the indenture governing the 2016
Notes on August 16, 2012, which shorten the advance notice period
required for the Company to redeem any of the 2016 Notes from 30 days to
three business days prior to the redemption date. The proposed
amendments however will become operative only when the validly tendered
notes are accepted for payment by the Company pursuant to the terms of
the Tender Offer. In accordance with the terms of the Tender Offer,
tendered Notes may no longer be withdrawn and delivered consents may not
be revoked unless the Company makes a material change to the terms of
the Tender Offer or is otherwise required by law to permit withdrawal or
revocation. 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 have been sent to holders of the
Notes.
The Company currently expects to make payments with respect to any
Notes accepted for purchase on or about August 16, 2012, subject to the
satisfaction or waiver of the conditions specified in the Offer to
Purchase. For each $1,000 principal amount of 2012 Notes tendered on or
before the Early Tender Deadline, the Company will pay $1,014.10, and
for each $1,000 principal amount of 2016 Notes tendered on or before the
Early Tender Deadline, the Company will pay $1,041.75.
The Company has engaged BofA Merrill Lynch and Goldman, Sachs &
Co. as 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).
This press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to purchase with respect
to any of the Notes. The Tender Offer is being made solely pursuant to
the Offer to Purchase and accompanying Letter of Transmittal which sets
forth the complete terms of the Tender Offer which Holders of the Notes
should read carefully. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Forward-Looking Statements
Contact: Theresa E. Wagler, Executive Vice President and Chief Financial Officer—+1.260.969.3500 |