Item 1.01. Entry into a Material Definitive Agreement.
On May 18, 2022, Nucor Corporation (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein (collectively, the "Underwriters"), for the
sale of $500,000,000 aggregate principal amount of the Company's 3.950% Notes
due 2025 (the "2025 Notes") and $500,000,000 aggregate principal amount of the
Company's 4.300% Notes due 2027 (the "2027 Notes" and, together with the
2025 Notes, the "Notes"). The Notes have been registered under the Securities
Act of 1933, as amended, pursuant to the Company's registration statement on
Form S-3 (Registration No. 333-246166) filed with the Securities and Exchange
Commission (the "SEC") on August 14, 2020. The Underwriting Agreement contains
customary representations, warranties and covenants by the Company,
indemnification and contribution obligations and other customary terms and
conditions. On May 23, 2022, the Company completed the issuance and sale of the
Notes and received net proceeds, after expenses and the underwriting discount,
of approximately $991.9 million.
The Underwriters and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and
brokerage activities. Certain of the Underwriters and their respective
affiliates have engaged in, and may in the future engage in, commercial and
investment banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates. In particular, the affiliates of
some of the Underwriters are participants in the Company's unsecured revolving
credit facility described in the Company's filings with the SEC. They have
received, or may in the future receive, customary fees and commissions or other
payments for these transactions. Further, U.S. Bancorp Investments, Inc., one of
the Underwriters, is an affiliate of U.S. Bank Trust Company, National
Association, the trustee under the Indenture (as defined below) that governs the
Notes.
The foregoing summary of the Underwriting Agreement described above does not
purport to be complete and is qualified in its entirety by reference to the full
text of such document, a copy of which is filed as Exhibit 1.1 hereto and is
incorporated herein by reference.
The information set forth under Item 2.03 is incorporated into this Item 1.01 by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The Notes are governed by, and the Company issued the Notes pursuant to, the
terms of an indenture, dated as of August 19, 2014 (the "Original Indenture"),
as amended or supplemented by a first supplemental indenture, dated as of
April 26, 2018, as further amended or supplemented by a second supplemental
indenture, dated as of May 22, 2020, as further amended or supplemented by a
third supplemental indenture, dated as of December 7, 2020, as further amended
or supplemented by a fourth supplemental indenture, dated as of March 11, 2022,
and as further amended or supplemented by a fifth supplemental indenture, dated
as of May 23, 2022 (the "Fifth Supplemental Indenture"), in each case, between
the Company and U.S. Bank Trust Company, National Association (successor in
interest to U.S. Bank National Association), as trustee (the "Trustee")
(collectively, the "Indenture").
The Notes are the Company's senior unsecured obligations and rank equally with
the Company's existing and future senior unsecured indebtedness. The Notes will
be effectively subordinated to the Company's existing and future secured
indebtedness to the extent of the value of the assets securing such indebtedness
and structurally subordinated to all existing and future indebtedness and
liabilities of the Company's subsidiaries.
--------------------------------------------------------------------------------
The Indenture contains covenants that, among other things, limit the Company's
ability and the ability of its Restricted Subsidiaries (as defined in the
Fifth Supplemental Indenture) to secure indebtedness with a security interest on
certain property or stock or to engage in certain sale and leaseback
transactions with respect to certain properties. Each series of the Notes is a
new issue of securities with no established trading market. The Company does not
intend to apply for the listing of any series of the Notes on any securities
exchange or for quotation of such Notes on any automated dealer quotation
system.
The 2025 Notes will mature on May 23, 2025 and the 2027 Notes will mature on
May 23, 2027, in each case, unless earlier redeemed or repurchased by the
Company. The 2025 Notes will bear interest at a rate of 3.950% per annum and the
2027 Notes will bear interest at a rate of 4.300% per annum. The Company will
pay interest on the Notes semi-annually in arrears on May 23 and November 23 of
each year, commencing November 23, 2022. Interest on the Notes will be computed
on the basis of a 360-day year comprised of twelve 30-day months. Payments of
principal and interest to owners of book-entry interests are expected to be made
in accordance with the procedures of The Depository Trust Company and its
participants in effect from time to time.
At any time prior to May 23, 2025 with respect to the 2025 Notes (the maturity
date of the 2025 Notes) and April 23, 2027 with respect to the 2027 Notes
(one month prior to the maturity date of the 2027 Notes) (the "Par Call Date"),
the Notes will be redeemable, in whole or in part, at any time or from time to
time, at the Company's option, at a redemption price equal to the greater of:
(i)(a) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date (assuming the
notes matured on the maturity date of the 2025 Notes, in the case of the 2025
Notes, and the Par Call Date, in the case of the 2027 Notes) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined in the Fifth Supplemental Indenture) plus the
applicable premium specified in the Fifth Supplemental Indenture, in each case
less (b) interest accrued to, but excluding, the date of redemption, and
(ii) 100% of the principal amount of the notes to be redeemed, plus, in either
case, accrued and unpaid interest thereon to, but excluding, the redemption
date.
On or after April 23, 2027 with respect to the 2027 Notes (one month prior to
the maturity date of the 2027 Notes), the Notes will be redeemable, in whole or
in part, at any time or from time to time, at the Company's option, at 100% of
the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest thereon, to, but excluding, the redemption date.
In addition, upon a Change of Control Triggering Event (as defined in the Fifth
Supplemental Indenture), holders of the Notes may require the Company to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in
excess thereof) of their Notes at a purchase price of 101% of the principal
amount, plus accrued and unpaid interest, if any, on such Notes, to, but
excluding, the purchase date (unless a notice of redemption has been delivered
within 30 days after such Change of Control Triggering Event stating that all of
the Notes will be redeemed).
The disclosure required by this Item 2.03 and included in Item 1.01 above is
incorporated by reference. The summaries of documents described above do not
purport to be complete and such descriptions incorporated herein are qualified
in their entirety by reference to the Indenture and the forms of global notes
which are included in Exhibit 4.1 filed herewith.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated May 18, 2022, among Nucor Corporation and
BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as representatives of the several underwriters named
therein
4.1 Fifth Supplemental Indenture, dated as of May 23, 2022, between Nucor
Corporation and U.S. Bank Trust Company, National Association, as
trustee
4.2 Form of 3.950% Notes due 2025 (included in Exhibit 4.1)
4.3 Form of 4.300% Notes due 2027 (included in Exhibit 4.1)
5.1 Opinion of Moore & Van Allen PLLC
23.1 Consent of Moore & Van Allen PLLC (included in Exhibit 5.1)
104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
(included in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
NUCOR CORPORATION 
