Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 25, 2022, Commercial Metals Company (the "Company") consummated the
transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 3, 2021, by and among the Company, Tahoe
Merger Sub Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), TAC
Acquisition Corp. ("Tensar"), and Castle Harlan Inc., solely in its capacity as
securityholder representative.
Pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged
with and into Tensar, with Tensar surviving as a wholly-owned subsidiary of the
Company (the "Merger") for a cash purchase price of $550.0 million. The purchase
price is subject to a further customary purchase price adjustment as described
in the Merger Agreement.
The material terms of the Merger Agreement and a description of the Merger were
reported in Item 1.01 of the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 3, 2021 and are incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 25, 2022, the Company issued a press release announcing the
consummation of the Merger, a copy of which is attached as Exhibit 99.1 to this
report and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") contains forward-looking
statements within the meaning of the federal securities laws, including, without
limitation, with respect to the completion of the Merger, general domestic and
international economic and political conditions, key macro-economic drivers that
impact our business, the effects of ongoing trade actions, the effects of
continued pressure on the liquidity of our customers, potential synergies and
organic growth provided by acquisitions and strategic investments (including the
Merger), demand for our products, metal margins, the effect of COVID-19 and
related governmental and economic responses thereto, the ability to operate our
steel mills at full capacity, future availability and cost of supplies of raw
materials and energy for our operations, share repurchases, legal proceedings,
the undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential
construction activity, international trade, capital expenditures, our liquidity
and our ability to satisfy future liquidity requirements, estimated contractual
obligations and our expectations or beliefs concerning future events. The
statements in this report that are not historical statements, are
forward-looking statements. These forward-looking statements can generally be
identified by phrases such as we or our management "expects," "anticipates,"
"believes," "estimates," "future," "intends," "may," "plans to," "ought,"
"could," "will," "should," "likely," "appears," "projects," "forecasts,"
"outlook" or other similar words or phrases, as well as by discussions of
strategy, plans or intentions.
Although we believe that our expectations are reasonable, we can give no
assurance that these expectations will prove to have been correct, and actual
results may vary materially. Except as required by law, we undertake no
obligation to update, amend or clarify any forward-looking statements to reflect
changed assumptions, the occurrence of anticipated or unanticipated events, new
information or circumstances or any other changes. Important factors that could
cause actual results to differ materially from our expectations include those
described in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K
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for the fiscal year ended August 31, 2021, and in Part II, Item 1A, "Risk
Factors" of our subsequent Quarterly Reports on Form 10-Q, as well as the
following: failure to retain key management and employees of Tensar; issues or
delays in the successful integration of Tensar's operations with those of the
Company, including incurring or experiencing unanticipated costs and/or delays
or difficulties; difficulties or delays in the successful transition of Tensar
from its information technology systems to those of the Company as well as risks
associated with other integration or transition of the operations, systems and
personnel of Tensar; unfavorable reaction to the Company upon completion of the
Merger by customers, competitors, suppliers, partners and employees; changes in
economic conditions which affect demand for our products or construction
activity generally, and the impact of such changes on the highly cyclical steel
industry; rapid and significant changes in the price of metals, potentially
impairing our inventory values due to declines in commodity prices or reducing
the profitability of our downstream contracts due to rising commodity pricing;
impacts from COVID-19 on the economy, demand for our products, global supply
chain and on our operations, including the responses of governmental authorities
to contain COVID-19 and the impact from the distribution of various COVID-19
vaccines; excess capacity in our industry, particularly in China, and product
availability from competing steel mills and other steel suppliers including
import quantities and pricing; compliance with and changes in existing and
future government laws, regulations and other legal requirements and judicial
decisions that govern our business, including increased environmental
regulations associated with climate change and greenhouse gas emissions;
involvement in various environmental matters that may result in fines, penalties
or judgments; potential limitations in our or our customers' abilities to access
credit and non-compliance by our customers with our contracts; activity in
repurchasing shares of our common stock under our repurchase program; financial
covenants and restrictions on the operation of our business contained in
agreements governing our debt; our ability to successfully identify, consummate
and integrate other acquisitions, and the effects that acquisitions may have on
our financial leverage; operating and start-up risks, as well as market risks
associated with the commissioning of new projects could prevent us from
realizing anticipated benefits and could result in a loss of all or a
substantial part of our investment; lower than expected future levels of
revenues and higher than expected future costs; failure or inability to
implement growth strategies in a timely manner; impact of goodwill impairment
charges; impact of long-lived asset impairment charges; currency fluctuations;
global factors, such as trade measures, military conflicts and political
uncertainties, including the impact of the Biden administration on current trade
regulations, such as Section 232 trade tariffs, tax legislation and other
regulations which might adversely impact our business; availability and pricing
of electricity, electrodes and natural gas for mill operations; ability to hire
and retain key executives and other employees; competition from other materials
or from competitors that have a lower cost structure or access to greater
financial resources; information technology interruptions and breaches in
security; ability to make necessary capital expenditures; availability and
pricing of raw materials and other items over which we exert little influence,
including scrap metal, energy and insurance; unexpected equipment failures;
losses or limited potential gains due to hedging transactions; litigation claims
and settlements, court decisions, regulatory rulings and legal compliance risks
(including, in each case, with respect to the Merger); risk of injury or death
to employees, customers or other visitors to our operations; and war, political
events, civil unrest, protests and riots, including the impacts of the conflict
between Russia and Ukraine and related sanctions on the operations of the
Company.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by the Company on April 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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