Item 1.01. Entry into a Material Definitive Agreement.
On March 2, 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 $550 million aggregate principal amount of the Company's 3.125% Notes
due 2032 (the "2032 Notes") and $550 million aggregate principal amount of the
Company's 3.850% Notes due 2052 (the "2052 Notes" and, together with the 2032
Notes, the "Notes"). The Notes will be 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. Subject to
customary conditions to closing, the transactions contemplated by the
Underwriting Agreement will be consummated on or about March 11, 2022, and the
Company expects to receive net proceeds, after expenses and the underwriting
discount, of approximately $1,082.3 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 that will govern the Notes. Certain
of the Underwriters or their affiliates may own the Company's 4.125% Notes
due 2022 (the "4.125% Notes") or 4.000% Notes due 2023 (the "4.000% Notes"), the
redemption of which is expected to be made with the net proceeds from the
issuance and sale of the Notes, in which case such Underwriters or their
affiliates would receive a portion of the net proceeds of this offering by
reason of the redemption of the 4.125% Notes and 4.000% 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated March 2, 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
104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
(included in Exhibit 101)
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