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FORT WAYNE, Ind., March 12, 2013 /PRNewswire/ -- Steel Dynamics, Inc. (the "Company") (NASDAQ/GS: STLD) today announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of the
$500 million aggregate principal amount of its 6¾% Senior Notes due 2015 (CUSIP No. 858119AH3; ISIN US858119AH34) (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 Notes to proposed amendments (the "Proposed Amendments") to the Indenture governing the Notes which would shorten the advance notice period required for the Company to redeem 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 March 12, 2013 (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, together with cash on hand, to purchase Notes tendered in the Offer. 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
New York City time, on March 25, 2013, unless extended (the "Early Tender Date"), in order to be eligible to receive the "Total Consideration." The Total Consideration will equal
$1,000 principal amount of Notes which, includes an early tender payment of
$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 Company expects the early settlement date to occur on
March 26, 2013.
The Offer expires at
New York City time, on April 8, 2013 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
$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. 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
New York City time on
March 25, 2013.
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.