#United States #Irving #Commercial Metals Company #Securities Act #Foley Products Company

Commercial Metals Company Set to Offer $2 Billion in Senior Notes

Overview

On November 12, 2025, Commercial Metals Company (CMC), a publicly-traded corporation on the New York Stock Exchange under the symbol CMC, disclosed its intentions to issue $2 billion of senior unsecured notes. This upcoming offering, rather significant in size, will be exempt from registration under the Securities Act of 1933, as amended.

Offering Details

The specifics regarding the offering will be determined and disclosed at the time of pricing. The notes represent CMC's senior unsecured obligations and stand on equal footing with all existing and future senior unsecured indebtedness. This type of financial instrument typically appeals to institutional investors, reflecting the company’s robust strategy for growth and investments into its core areas.

The net proceeds gained from this offering will primarily support the funding for CMC's planned acquisition of Foley Products Company, LLC. Acquiring Foley is aligned with CMC's strategy to enhance its portfolio within the construction sector.

Planned Allocation of Funds

In addition to financing the Foley acquisition, these net proceeds will cover transaction-related fees and expenses, along with serving general corporate purposes. However, it is important to note that the completion of this offering is not a condition for finalizing the Foley Acquisition, and likewise, the acquisition's closure does not hinge on the success of the notes offering.

Should the Foley Acquisition not conclude by October 15, 2026, or if the purchase agreement terminates before that date, CMC must redeem all of the issued notes at their initial price, plus any accrued interest. This safety clause protects investors by ensuring their investment's principal is safeguarded under defined circumstances.

Eligibility and Compliance

The offering will be directed toward persons that CMC reasonably identifies as qualified institutional buyers in accordance with Rule 144A of the Securities Act, and to select non-U.S. persons outside the United States following Regulation S of the Securities Act. Notably, these notes will not be registered under the Securities Act or other jurisdiction securities laws, signaling that investors in the United States will require exemption provisions to engage in purchasing.

About Commercial Metals Company

CMC presents itself as an innovative solutions provider aiming to reinforce and enhance the construction industry’s infrastructure dynamically. With a comprehensive manufacturing network primarily located in the United States and parts of Central Europe, CMC's product portfolio meets various reinforcement needs critical to construction activities across numerous applications, including infrastructure projects and energy transmission.

The company constantly explores avenues to bolster its market presence and financial health, which this offering embodies. CMC's focus remains on sustainable growth, and its strategic acquisitions and financing endeavors align with this vision.

Looking Ahead

The announcement of this offering also serves as an optimistic outlook for CMC, further affirming its mission to build a stronger and more sustainable world through innovative construction solutions. Forward-looking statements indicate that CMC anticipates positive shifts stemming from this offering and the subsequent acquisition. As always, potential uncertainties and competitive factors exist, amplifying the necessity for close attention to market conditions and investor sentiment.

In conclusion, the $2 billion senior notes offering positions CMC favorably for future expansion and operational efficiency as it integrates the Foley Products Company into its corporate family, thereby expanding its capabilities within the industry.