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Steel Dynamics Announces Early Results For Its Previously Announced Tender Offer

Stocks in this article: STLD

FORT WAYNE, Ind., Aug. 16, 2012 /PRNewswire/ -- 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  In accordance with the terms of the Tender Offer, tendered Notes may no longer be withdrawn and delivered consents may not be revoked unless the Company makes a material change to the terms of the Tender Offer or is otherwise required by law to permit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. 

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