Nucor prices exchange offers for three notes, sets coupon for new notes

By Taylor Fox

New York, Dec. 3 – Nucor Corp. announced the pricing terms for its private offers to exchange some of outstanding debt securities from three series for up to $650 million of new notes due 2055 and cash, according to a news release.

Nucor also announced that the interest rate for the new notes will be 2.979%.

Pricing was calculated at 10 a.m. ET Dec. 3.

As of the 5 p.m. ET Dec. 2 early participation deadline, the following amounts of notes had been tendered, listed by acceptance priority level and with the total exchange consideration per $1,000 principal amount:

• $106,559,000 of the $650 million of 6.4% notes due 2037 (Cusip: 670346AH8) for the total exchange consideration of $1,531.76, based on the 1.375% Treasury note due Aug. 15, 2050 plus 85 basis points;

• $161,803,000 of the $500 million of 5.2% notes due 2043 (Cusip: 670346AN5), for a total exchange consideration of $1,429.55, based on the 1.375% Treasury note due Aug. 15, 2050 plus 95 bps; and

• $170,781,000 of the $500 million of 4.4% notes due 2048 (Cusip: 670346AQ8), for a total exchange consideration of $1,316.96, based on the 1.375% Treasury note due Aug. 15, 2050 plus 105 bps.

Nucor will accept all $439,153,000 of existing notes tendered at or before the early tender deadline.

As previously reported, the total exchange consideration consists of a new notes amount and a cash component. The total exchange consideration also includes an early tender premium of $30 principal amount of new notes per $1,000 of existing notes tendered by the early tender date.

The new notes amount will equal the total exchange consideration minus the cash component. The cash component per $1,000 of existing notes is fixed at $531.76 for the 2037 notes, $429.55 for the 2043 notes and $316.96 for the 2048 notes. As a result, the new notes amount will be $1,000 for each series.

Nucor expects to issue a total of $439,153,000 of new notes and pay $180,302,355.85 of aggregate cash consideration, excluding interest.

In addition to the total exchange consideration for early tendered notes or exchange consideration for notes tendered after the early deadline, Nucor will pay accrued interest to but excluding the applicable settlement date.

Nucor will accept for exchange tendered notes according to acceptance priority level and subject to the new issuance limit. If acceptance of all tendered existing notes of a series would not result in the issuance of new notes having an aggregate principal amount in excess of the new notes issuance limit, Nucor will accept all tendered existing notes of that series. If acceptance of all tendered existing notes of a series would result in the issuance of new notes having an aggregate principal amount in excess of the offer cap, the tendered existing notes of that series will be accepted subject to proration, and existing notes of any series tendered having a lower acceptance priority level will not be accepted for exchange.

Notes tendered for exchange at or prior to the early participation deadline will have priority over notes tendered after the early participation deadline, regardless of their respective acceptance priority levels.

Eligible holders may still tender notes before the expiration deadline, as the $650 million tender cap has not yet been reached.

Each exchange offer is conditioned on, among other things, Nucor issuing at least $300 million of new notes in exchange for existing notes and the cash portion of the total exchange consideration and exchange consideration paid in the exchange offers taken as a whole not exceeding $450 million.

The early settlement date is expected to be Dec. 7.

The offer will expire at 11:59 p.m. ET Dec. 16.

The final settlement date is expected to be Dec. 18.

D.F. King & Co., Inc. (800 761-6521, 212 269-5550; nucor@dfking.com) is the information agent.

The steel producer is based in Charlotte, N.C.

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