Commercial Metals Company filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, Commercial Metals Company (the “Company”) is party to the Sixth Amended and Restated Credit Agreement (as amended from time to time, the “Credit Agreement”), dated as of October 26, 2022, by and among the Company, certain of the Company’s subsidiaries as guarantors, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and an L/C Issuer, Citibank, N.A., PNC Bank, National Association, and Wells Fargo Bank, National Association (“Wells Fargo”) as Co-Syndication Agents, the lenders from time to time party thereto, and BofA Securities, Inc., Citibank, N.A., PNC Capital Markets LLC and Wells Fargo, as Joint Lead Arrangers and Joint Book Runners. The Credit Agreement originally provided for (i) a revolving credit facility in the aggregate principal amount of $600.0 million (the “Revolving Credit Facility”) and (ii) an October 26, 2027 maturity date for the Revolving Credit Facility, which was subsequently extended to October 26, 2029.
On October 31, 2025, the Company entered into the Limited Consent and Second Amendment to the Credit Agreement (the “Second Amendment”), by and among the Company, the guarantors party thereto, the lenders party thereto and the Administrative Agent. The Second Amendment (i) permits the loans under the Bridge Facility (as defined below) and waives the Company’s compliance with any terms and conditions of the Credit Agreement to the extent they would prohibit the Bridge Facility and (ii) modifies the event of default provisions in the Credit Agreement to provide that certain monetary judgments will not constitute an event of default.
Except as modified by the Second Amendment, the terms of the Credit Agreement remain the same.
The lenders that are parties to the Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, certain of these services to the Company and its subsidiaries and to persons and entities with relationships with the Company and its subsidiaries, for which they received or will receive customary fees and expenses.
The foregoing description of the Second Amendment is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events. |
As previously disclosed, the Company entered into a commitment letter, dated October 15, 2025 (the “Commitment Letter”), with Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc., pursuant to which, subject to the terms and conditions set forth therein, Bank of America, N.A. and Citigroup Global Markets Inc. agreed to provide the Company (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the “Backstop Facility”). On October 31, 2025, in connection with the effectiveness of the Second Amendment, the Company amended and restated the Commitment Letter to eliminate the Backstop Facility.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1* | Limited Consent and Second Amendment to Sixth Amended and Restated Credit Agreement, dated October 31, 2025, by and among Commercial Metals Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL METALS COMPANY | ||||||
| Date: November 5, 2025 |
By: | /s/ Paul J. Lawrence | ||||
| Name: | Paul J. Lawrence | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||