UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On June 5, 2021, Nucor Insulated Panel Group Inc and Vulcraft Canada Inc., wholly-owned subsidiaries of Nucor Corporation (“Nucor”), entered into a definitive Securities Purchase Agreement (the “Purchase Agreement”) with Cornerstone Building Brands, Inc. (“Seller”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Nucor, through its subsidiaries, will acquire (i) all of the equity interests of Iguana NewCo, LLC (the “Acquired Business”) and (ii) certain Canadian assets, which together constitute the Seller’s single-component and foam-core insulated metal panels business (the “Acquisition”). The consideration for the Acquisition is approximately $1.0 billion in cash payable at the closing of the Acquisition, subject to certain adjustments for the working capital, transaction expenses, cash and indebtedness of the Acquired Business.
The parties to the Purchase Agreement have agreed to representations, warranties and covenants that are customary for transactions of this nature and the Acquisition is subject to certain customary closing conditions, including the approval of applicable regulatory agencies. Nucor has obtained customary representations and warranties insurance and is providing a parent guarantee for certain obligations of its subsidiaries under the Purchase Agreement.
The foregoing summary of certain terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, copies of which will be filed as exhibits to the Nucor’s Quarterly Report on Form 10-Q for the quarter ending July 3, 2021.
| Item 7.01. | Regulation FD. |
A copy of the press release issued by Nucor on June 7, 2021 announcing the Acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | News Release of Nucor Corporation dated June 7, 2021 | |
| 104 | Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101) | |
SIGNATURES
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 hereunto duly authorized.
| NUCOR CORPORATION | ||||||
| Date: June 9, 2021 | By: | /s/ James D. Frias | ||||
| James D. Frias | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||