Cleveland-Cliffs to Acquire Worthington Steel for $1.1B
Ticker: WS · Form: 8-K · Filed: Jun 28, 2024 · CIK: 1968487
| Field | Detail |
|---|---|
| Company | Worthington Steel, Inc. (WS) |
| Form Type | 8-K |
| Filed Date | Jun 28, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.16 |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, merger, steel
TL;DR
Cliffs is buying Worthington Steel for $1.1B cash & stock, deal expected Q4 2024.
AI Summary
Worthington Steel, Inc. announced on June 26, 2024, that it has entered into a definitive agreement to be acquired by Cleveland-Cliffs Inc. for approximately $1.1 billion in cash and stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions and regulatory approvals.
Why It Matters
This acquisition will create a larger, more integrated steel producer, potentially impacting market competition and supply chains within the steel industry.
Risk Assessment
Risk Level: medium — The acquisition is subject to regulatory approval and closing conditions, which introduces uncertainty.
Key Numbers
- $1.1B — Acquisition Value (Total consideration for Worthington Steel)
Key Players & Entities
- Worthington Steel, Inc. (company) — Company being acquired
- Cleveland-Cliffs Inc. (company) — Acquiring company
- $1.1 billion (dollar_amount) — Total acquisition value
- June 26, 2024 (date) — Date of definitive agreement
- fourth quarter of 2024 (date) — Expected closing period
FAQ
What is the total value of the acquisition?
The acquisition is valued at approximately $1.1 billion.
Who is acquiring Worthington Steel?
Cleveland-Cliffs Inc. is acquiring Worthington Steel.
When is the acquisition expected to close?
The transaction is expected to close in the fourth quarter of 2024.
What is the form of consideration for the acquisition?
The acquisition will be for approximately $1.1 billion in cash and stock.
What are the conditions for closing the acquisition?
The transaction is subject to customary closing conditions and regulatory approvals.
Filing Stats: 799 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2024-06-28 16:06:53
Key Financial Figures
- $0.16 — s declared a quarterly cash dividend of $0.16 per common share. The dividend was decl
Filing Documents
- ws-20240626.htm (8-K) — 44KB
- ws-ex99_1.htm (EX-99.1) — 948KB
- ws-ex99_2.htm (EX-99.2) — 116KB
- ws-ex99_3.htm (EX-99.3) — 14KB
- img239203593_0.jpg (GRAPHIC) — 28KB
- img241050635_0.jpg (GRAPHIC) — 28KB
- 0000950170-24-079047.txt ( ) — 1376KB
- ws-20240626.xsd (EX-101.SCH) — 23KB
- ws-20240626_htm.xml (XML) — 4KB
02 Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition. On June 26, 2024, Worthington Steel, Inc. ("we," "us," "our," "Company" and "registrant") issued a news release (the "Financial News Release") reporting results for the three months ended May 31, 2024 (the fourth quarter of fiscal 2024) and the twelve months ended May 31, 2024. A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. We conducted a conference call on June 27, 2024, to discuss our unaudited financial results for the fourth quarter of fiscal 2024 and addressed certain matters related to our outlook for the first quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures. The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 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, unless we specifically state that the information is to be considered "filed" under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
01 Other Events
Item 8.01 Other Events. On June 26, 2024, we issued a news release (the "Dividend Release") reporting that our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on June 26, 2024, and is payable on September 27, 2024, to our shareholders of record at the close of business on September 13, 2024. A copy of the Dividend Release is filed herewith as Exhibit 99.3.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 News Release of Worthington Steel, Inc. issued on June 26, 2024 (Financial News Release) 99.2 Transcript of Worthington Steel, Inc. Earnings Conference Call for Fourth Quarter of Fiscal 2024 held on June 27, 2024 99.3 News Release of Worthington Steel, Inc. issued on June 26, 2024 (Dividend Release) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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. WORTHINGTON STEEL, INC. Date: June 28, 2024 By: /s/ Joseph Y. Heuer Joseph Y. Heuer Vice President - General Counsel and Secretary