Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2021, CMC Steel Fabricators, Inc. ("Steel Fab") and TAMCO
("TAMCO", together with Steel Fab, the "Sellers"), subsidiaries of Commercial
Metals Company (the "Company"), entered into a Purchase and Sale Agreement and
Joint Escrow Instructions (the "Agreement") with BTC III Acquisitions LLC (the
"Buyer").
Pursuant to the Agreement, Sellers have agreed to sell to Buyer approximately 95
acres of real property in Rancho Cucamonga on which TAMCO's idled steel mill and
Steel Fab's soon-to-be idled rebar fabrication facility are located (the
"Property") for a total cash purchase price at closing of $313 million, subject
to customary purchase price adjustments as described in the Agreement (the
"Sale"). Under the Agreement, Buyer is entitled to a 60 day due diligence period
prior to closing to, among other things, investigate the physical and
environmental condition of the Property. Subject to Buyer's termination right
during the due diligence period, the Sale is scheduled to close within 15 days
following the expiration of the due diligence period.
The obligation of Buyer to consummate the Sale is not subject to any condition
related to the availability of financing. The closing of the Sale is subject to
the satisfaction or waiver of customary closing conditions. The Company
currently expects to close the Sale during the Company's second fiscal quarter
of 2022 ending February 28, 2022.
Within three business days of the execution of the Agreement, Buyer is obligated
to deposit $10 million into escrow, consisting of $250,000 in non-refundable
earnest money and a $9,750,000 deposit. In the event Buyer fails to meet its
obligations to close the Sale after the expiration of the due diligence period,
Sellers shall be entitled to retain Buyer's $9,750,000 deposit as liquidated
damages. The Agreement includes limited representations, warranties and recourse
against the Sellers, and the Property is being conveyed in its "as is, where is"
condition.
On September 30, 2021, the Company issued a press release announcing the
proposed Sale, a copy of which is attached as Exhibit 99.1 to this report and
incorporated herein by reference.
The foregoing summary of the Agreement and the transactions contemplated thereby
does not purport to be complete and is qualified in its entirety by reference to
the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Purchase and Sale Agreement and Joint Escrow Instructions, dated
September 29, 2021, by and among TAMCO, CMC Steel Fabricators, Inc., as
sellers, and BTC III Acquisitions LLC, as buyer
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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