IRVING, Texas, May 6, 2013 /PRNewswire/ -- Commercial Metals Company (NYSE: CMC) announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of the $200 million aggregate principal amount outstanding of its 5.625% Senior Notes due 2013 (the "Notes").
Concurrently with the Tender Offer, CMC is soliciting consents (the "Consent Solicitation") for amendments that would eliminate or modify substantially all of the restrictive covenants, certain events of default and other provisions contained in the indenture governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents without tendering their Notes.
The Tender Offer will expire at 11:59 p.m., New York City time, on June 3, 2013, unless extended or earlier terminated by CMC (the "Expiration Date"). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to 5:00 p.m., New York City time, on May 17, 2013 (as such time and date may be extended, the "Consent Payment Deadline") and whose Notes are accepted for purchase, will receive, in exchange for each $1,000 principal amount of tendered Notes, an amount equal to $1,024.50 (the "Total Consideration"), which is equal to $994.50 (the "Tender Offer Consideration") plus a consent payment of $30.00. Holders of Notes who validly tender their Notes after the Consent Payment Deadline but at or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration. Tendered Notes may be withdrawn from the Tender Offer and Consent Solicitation at any time at or prior to, but not after, 5:00 p.m., New York City time, on May 17, 2013.
CMC reserves the right but is under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase Notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline, subject to satisfaction or waiver of the conditions to the Tender Offer. In addition to the Total Consideration or the Tender Offer Consideration, holders whose Notes are accepted in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date.
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