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 March 2, 2022, Nucor Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the sale of $550 million aggregate principal amount of the Company’s 3.125% Notes due 2032 (the “2032 Notes”) and $550 million aggregate principal amount of the Company’s 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”). The Notes will be registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-246166) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2020. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, indemnification and contribution obligations and other customary terms and conditions. Subject to customary conditions to closing, the transactions contemplated by the Underwriting Agreement will be consummated on or about March 11, 2022, and the Company expects to receive net proceeds, after expenses and the underwriting discount, of approximately $1,082.3 million.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, commercial and investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters are participants in the Company’s unsecured revolving credit facility described in the Company’s filings with the SEC. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Further, U.S. Bancorp Investments, Inc., one of the Underwriters, is an affiliate of U.S. Bank Trust Company, National Association, the trustee under the indenture that will govern the Notes. Certain of the Underwriters or their affiliates may own the Company’s 4.125% Notes due 2022 (the “4.125% Notes”) or 4.000% Notes due 2023 (the “4.000% Notes”), the redemption of which is expected to be made with the net proceeds from the issuance and sale of the Notes, in which case such Underwriters or their affiliates would receive a portion of the net proceeds of this offering by reason of the redemption of the 4.125% Notes and 4.000% Notes.
The foregoing summary of the Underwriting Agreement described above does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated March 2, 2022, among Nucor Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein | |
| 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: March 7, 2022 | By: | /s/ Stephen D. Laxton | ||||
| Stephen D. Laxton | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||