Steel Dynamics Launches Partial Tender Offer for 7 3/8% Senior Notes
12/28/2011 - Steel Dynamics, Inc. has commenced a cash tender offer for up to $350 million of the $700 million outstanding aggregate principal amount of its existing 7 3/8% Senior Notes due 2012.
Steel Dynamics, Inc. has commenced a cash tender offer for up to $350 million of the $700 million outstanding aggregate principal amount of its existing 7 3/8% Senior Notes due 2012 (CUSIP Nos. 858119AJ9 and 858119AK6; ISIN USU85795AD16). Terms of the Offer are being sent to holders of the Notes.
In addition to the Offer, the company also is pursuing its rights under its existing senior secured revolving credit facility to secure a new $315 million term loan. The company expects to use proceeds of the loan with available cash to purchase the tendered Notes that are accepted for purchase pursuant to the Offer. The company noted that the Offer is not contingent on the company securing the new term loan financing.
In order to be eligible to receive the "Total Consideration," — $1,046.67 per $1,000 principal amount of Notes, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes — holders must validly tender their Notes prior to the early tender deadline of 5:00 p.m., New York City time, on January 10, 2012, unless extended.
The Offer expires at 11:59 p.m., New York City time, on January 25, 2012 unless extended. The Early Tender Deadline and the Expiration Date may be extended, and the company may withdraw or not complete the Offer. Holders of Notes tendered after the Early Tender Deadline will not be eligible to receive the early tender payment, and except in certain circumstances, Notes tendered may not be withdrawn after 5:00 p.m., New York City time on January 10, 2012.
The aggregate principal amount of Notes purchased in the Offer will be subject to proration and other terms set forth in the Offer to Purchase. If the aggregate principal amount of Notes tendered exceeds $350 million, the sum of each holder's validly tendered Notes accepted for purchase will be determined by multiplying each holder's tender by the proration factor, and rounding the product down to the nearest $1,000. The company will determine and announce the proration factor as soon as practicable after the Early Tender Deadline or the Expiration Date, where applicable.
SDI’s Offer is subject to conditions as described in the Offer to Purchase, which also details the company's obligations to accept any Notes tendered and to pay the consideration of them. There can be no assurance that the company will consummate one or more new debt financings.
