Steel Dynamics Enters Material Definitive Agreement

TL;DR

SDI just signed a big deal, could mean new debt or financing.

AI Summary

On July 3, 2024, Steel Dynamics, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, headquartered in Fort Wayne, Indiana, filed an 8-K report detailing this event. Specific details regarding the nature of the agreement and any associated dollar amounts were not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Steel Dynamics, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and direct financial obligations can introduce financial risks and obligations that may affect the company's performance.

Key Players & Entities

• Steel Dynamics, Inc. (company) — Registrant
• July 3, 2024 (date) — Date of earliest event reported
• Fort Wayne, Indiana (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0025 — which registered Common Stock voting, $0.0025 par value STLD NASDAQ Global Select M
• $600 million — offering and sale (the " Offering ") of $600 million aggregate principal amount of its 5.375
• $586 million — underwriting discount, of approximately $586 million. The Company plans to use the net proce

Filing Documents

• tm2418907d1_8k.htm (8-K) — 37KB
• tm2418907d1_ex4-2.htm (EX-4.2) — 123KB
• tm2418907d1_ex5-1.htm (EX-5.1) — 15KB
• tm2418907d1_ex99-1.htm (EX-99.1) — 12KB
• tm2418907d1_ex99-1img002.jpg (GRAPHIC) — 7KB
• 0001104659-24-078017.txt ( ) — 408KB
• stld-20240703.xsd (EX-101.SCH) — 3KB
• stld-20240703_lab.xml (EX-101.LAB) — 33KB
• stld-20240703_pre.xml (EX-101.PRE) — 22KB
• tm2418907d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 3, 2024, Steel Dynamics, Inc. (the " Company ") completed the offering and sale (the " Offering ") of $600 million aggregate principal amount of its 5.375% Notes due 2034 (the " Notes "). The Notes were offered pursuant to the prospectus supplement, dated June 26, 2024 (the " Prospectus Supplement "), to the prospectus, dated December 7, 2022 (together with the Prospectus Supplement, the " Prospectus "), which forms part of the Company's effective Registration Statement on Form S-3 (Registration No. 333-268703) filed with the Securities and Exchange Commission (the " SEC ") on December 7, 2022, pursuant to which the Notes were registered under the Securities Act of 1933, as amended. The Company received net proceeds, after expenses and the underwriting discount, of approximately $586 million. The Company plans to use the net proceeds from the sale of the Notes for general corporate purposes, which may include, but are not limited to, repayment at or prior to maturity of the Company's 2.800% Senior Notes due 2024, working capital, capital expenditures, advances for or investments in the Company's subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the Company's common stock. The terms of the Notes are governed by an Indenture, dated as of December 7, 2022 (the " Base Indenture "), between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "), as supplemented by a First Supplemental Indenture, dated as of July 3, 2024 (the " First Supplemental Indenture " and together with the Base Indenture, the " Indenture "), between the Company and the Trustee, as trustee. The Notes (i) will be the Company's senior unsecured obligations, (ii) will rank equally in right of payment with all of the Company's existing and future senior indebtedness, (iii) will be senior in right of payment to all of the Company's future subordin

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

01. Other Events

Item 8.01. Other Events. On July 3, 2024, the Company issued a press release titled "Steel Dynamics Announces Completion of Note Offering." A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d)Exhibits. The following exhibits are filed with this report: Exhibit Number Description 4.1 Indenture, dated as of December 7, 2022 between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-268703) of Steel Dynamics, Inc., dated December 7, 2022). 4.2 First Supplemental Indenture, dated as of July 3, 2024, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee (filed herewith). 4.3 Form of 5.375% Notes due 2034 (included in Exhibit 4.2). 5.1 Opinion of Barrett McNagny LLP (filed herewith). 23.1 Consent of Barrett McNagny LLP (included in Exhibit 5.1). 99.1 A press release dated July 3, 2024, titled "Steel Dynamics Announces Completion of Note Offering" (filed herewith). 104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 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: July 5, 2024 By: Theresa E. Wagler Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR