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): July 10, 2013 (July 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 |
of incorporation) |
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Identification No.) |
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 8.01. Other Events.
On July 9, Steel Dynamics, Inc. issued a press release titled Steel Dynamics Announces Effectiveness of S-4 Registration Statement and Launch of Exchange Offer for Up to $400,000,000 Aggregate Principal Amount of its registered 6 1/8% Senior Notes due 2019 and Up to $350,000,000 Aggregate Principal Amount of its registered 6 3/8% Senior Notes due 2022. 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:
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Exhibit Number |
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Description |
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99.1 |
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A press release dated July 9, 2013 titled Steel Dynamics Announces Effectiveness of S-4 Registration Statement and Launch of Exchange Offer for Up to $400,000,000 Aggregate Principal Amount of its registered 6 1/8% Senior Notes due 2019 and Up to $350,000,000 Aggregate Principal Amount of its registered 6 3/8% Senior Notes due 2022 |
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: July 10, 2013 |
By: |
Theresa E. Wagler |
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Title: |
Chief Financial Officer |
Exhibit 99.1
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Press Release July 9, 2013 |
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7575 W. Jefferson Blvd. |
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Fort Wayne, IN 46804 |
Steel Dynamics Announces Effectiveness of S-4 Registration Statement and
Launch of Exchange Offer for
Up to $400,000,000 Aggregate Principal Amount of its registered 6 1/8% Senior Notes due 2019
and
Up to $350,000,000 Aggregate Principal Amount of its registered 6 3/8% Senior Notes due 2022
FORT WAYNE, INDIANA, July 9, 2013 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced that its previously filed Form S-4 Registration Statement for the exchange of up to $400,000,000 aggregate principal amount of its newly issued 6 1/8% Senior Notes due 2019 that have been registered under the Securities Act of 1933, and up to $350,000,000 aggregate principal amount of its newly issued 6 3/8% Senior Notes due 2022 that have been registered under the Securities Act of 1933 (the Exchange Notes) for a like principal amount of any or all of its outstanding 6 1/8% Senior Notes due 2019 and a like principal amount of any or all of its outstanding 6 3/8% Senior Notes due 2022, respectively (together, the Old Notes), which we issued on August 16, 2012, without registration under the Securities Act, was declared effective by the Securities Exchange Commission at 1:00 PM Eastern Daylight Time (EDT) on Monday, July 8, 2013.
The Company further announced that, effective Tuesday morning, July 9, 2013, it has launched its offer to exchange its registered 2019 and 2022 Exchange Notes for any and all of its outstanding 2019 and 2022 unregistered Old Notes, which offer will expire at 5:00 PM EDT on August 6, 2013, unless otherwise extended. The Company does not currently plan to extend the exchange offer.
This press release is not an offer to exchange the Exchange Notes for the Old Notes, nor is it the solicitation of an offer to exchange, which the Company is making only through the exchange offer prospectus, dated as of July 8, 2013, and the related letter of transmittal. There will not be any offer or sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Copies of the exchange offer prospectus and related documents may be obtained from Wells Fargo Bank, National Association, the exchange agent for the exchange offer, at the following address:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th St & Marquette Avenue
Minneapolis, MN 55479
Attention: Bondholder Communications
Telephone: 800-344-5128
About Steel Dynamics, Inc.
Steel Dynamics, Inc. is one of the largest domestic steel producers and metals recyclers in the United States based on estimated annual steelmaking and metals recycling capability, with annual sales of $7.3 billion in 2012, over 6,600 employees, and manufacturing facilities primarily located throughout the United States (including five steel mills, six steel processing facilities, two iron production facilities, over 70 metals recycling locations and six steel fabrication plants).
Contact: Theresa Wagler, Chief Financial Officer +1.260.969.3500