SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 11, 2013 (April 9, 2013)
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
Indiana |
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0-21719 |
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35-1929476 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
7575 West Jefferson Blvd, Fort Wayne, Indiana 46804
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 260-969-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement.
As noted in the Press Release referenced in this report under Item 8.01, Steel Dynamics, Inc. has repaid all of its remaining outstanding 6 ¾% Senior Notes due 2015, effective April 9, 2013. The 6 ¾% Senior Notes were issued in the original principal amount of $500,000,000, pursuant to an Indenture dated as of April 3, 2007, as supplemented and amended (the Indenture), among Steel Dynamics, Inc. as issuer, certain named guarantor parties thereto, and Bank of New York Mellon Trust Company, as trustee. By virtue of Section 8.01(i) of the Indenture, the Company having fully paid all remaining sums payable thereunder, and having delivered all remaining Notes to the Trustee for cancellation, the Companys obligations under the Indenture have now been terminated.
Item 8.01. Other Events.
On April 9, 2013, Steel Dynamics, Inc. issued a press release titled Steel Dynamics Announces Redemption of Notes. The full text of the press release is furnished herewith as Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d ) Exhibits.
The following exhibit is furnished with this report:
Exhibit Number |
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Description |
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99.1 |
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A press release dated April 9, 2013 titled Steel Dynamics Announces Redemption of Notes. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.
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STEEL DYNAMICS, INC. | |
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/s/Theresa E. Wagler |
Date: April 11, 2013 |
By: |
Theresa E. Wagler |
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Title: |
Chief Financial Officer |
Exhibit 99.1
Press Release |
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7575 W. Jefferson Blvd. |
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Fort Wayne, IN 46804 |
Steel Dynamics Announces Redemption of Notes
FORT WAYNE, INDIANA, April 9, 2013 Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced that it has repaid all of its remaining outstanding 6¾% Senior Notes due 2015 (the Notes) at a price of 100% of the principal amount of $198,306,000, together with accrued interest to April 9, 2013 (the Redemption Date). On and after the Redemption Date, the Notes are no longer deemed to be outstanding, interest ceases to accrue thereon and all rights of the holders of the Notes cease to exist, except for the right to receive the redemption price, without interest thereon.
The Notes were issued in the original principal amount of $500,000,000 pursuant to an Indenture dated as of April 3, 2007, as supplemented and amended (the Indenture), among the Company, as Issuer, the guarantors party thereto, and Bank of New York Mellon Trust Company, as trustee.
The notice of redemption containing information required by the terms of the Indenture was sent to registered holders of the Notes on April 1, 2013. Notes are to be surrendered to Bank of New York Mellon Trust Company, as trustee and paying agent, in exchange for payment of the redemption price on the Redemption Date. Questions relating to redemption should be directed to Bank of New York Mellon Trust Company at (312) 827-8546 or by fax at (312)-827-8542.
Forward-Looking Statements
This press release contains certain predictive statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on the Companys current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause the Companys actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements.
More specifically, we refer you to SDIs detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission, available publicly on the SEC Web site, www.sec.gov.
Forward-looking or predictive statements we make are based upon information and assumptions, concerning our businesses and the environments in which they operate, which we consider reasonable as of the date on which these statements are made. Due to the foregoing risks and uncertainties however, as well as, matters beyond our control which can affect forward-looking statements, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this press release. We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contact: Theresa E. Wagler, Executive Vice President and Chief Financial Officer+1.260.969.3500