UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
June 30, 2020 (
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Item 1.02. Termination of a Material Definitive Agreement.
On June 29, 2020, Steel Dynamics, Inc. (the “Company”) terminated and discharged its financial obligations with respect to its outstanding 5.250% Senior Notes due 2023 (the “2023 Notes”) and 5.500% Senior Notes due 2024 (the “2024 Notes” and together with the 2023 Notes, the “Notes”) and the related Indentures with respect to the Notes described in the following paragraph.
The 2023 Notes were issued in the principal amount of $400,000,000, all of which are outstanding, pursuant to an Indenture dated as of March 26, 2013 (the “2023 Notes Indenture”), between the Company, as Issuer, Wells Fargo Bank, National Association, as Trustee (the “Trustee”), and certain of the Company’s subsidiaries, as Guarantors (the “Guarantors”), and the 2024 Notes were issued in the principal amount of $500,000,000, all of which are outstanding, pursuant to an Indenture dated as of September 9, 2014 (the “2024 Notes Indenture” and together with the 2023 Notes Indenture, the “Indentures”), between the Company, as Issuer, the Trustee, as Trustee, and the Guarantors, as Guarantors. The Notes have been called for redemption on July 5, 2020 (the “Call Date”).
Pursuant to the Indentures, the Company had the right to elect to terminate and discharge its financial obligations under the Notes and under the Indentures by irrevocably depositing with the Trustee the aggregate principal amount of the outstanding Notes, together with premium and accrued and unpaid interest to the Call Date. Accordingly, the Company on June 29, 2020 deposited the requisite cash in the amount of $408,166,666.67 with respect to the 2023 Notes, and $520,930,555.56 with respect to the 2024 Notes, with the Trustee under the terms of an Irrevocable Trust Agreement. The Trustee will hold the cash in trust until the Call Date, at which time it will be paid to the Holders of the Notes in accordance with the requirements of the Indentures.
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.
| STEEL DYNAMICS, INC. | ||
| /s/Theresa E. Wagler | ||
| Date: June 30, 2020 | ||
| By: | Theresa E. Wagler | |
| Title: | Executive Vice President and Chief Financial Officer | |