0001104659-18-043708.txt : 20180703 0001104659-18-043708.hdr.sgml : 20180703 20180703104327 ACCESSION NUMBER: 0001104659-18-043708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180629 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEEL DYNAMICS INC CENTRAL INDEX KEY: 0001022671 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 351929476 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21719 FILM NUMBER: 18935104 BUSINESS ADDRESS: STREET 1: 7575 W JEFFERSON BLVD CITY: FORT WAYNE STATE: IN ZIP: 46804 BUSINESS PHONE: 260 459 3553 MAIL ADDRESS: STREET 1: 7575 W JEFFERSON BLVD CITY: FORT WAYNE STATE: IN ZIP: 46804 8-K 1 a18-16313_28k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported) July 3, 2018 (June 29, 2018)

 

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

Indiana

 

0-21719

 

35-1929476

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

7575 West Jefferson Blvd, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  260-969-3500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 8.01. Other Events.

 

On June 29, 2018, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Completes Acquisition of CSN Heartland Flat Roll Operations.”  A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is filed with this report:

 

Exhibit Number

 

Description

 

 

 

99.1

 

A press release dated June 29, 2018, titled “Steel Dynamics Completes Acquisition of CSN Heartland Flat Roll Operations.”

 

SIGNATURE

 

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 hereto duly authorized.

 

 

 

 

STEEL DYNAMICS, INC.

 

 

 

 

 

/s/Theresa E. Wagler

Date: July 3, 2018

By:

Theresa E. Wagler

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 

2


EX-99.1 2 a18-16313_2ex99d1.htm EX-99.1

Exhibit 99.1

 

Press Release
June 29, 2018

 

 

 

7575 W. Jefferson Blvd.

 

Fort Wayne, IN  46804

 

Steel Dynamics Completes Acquisition of CSN Heartland Flat Roll Operations

 

FORT WAYNE, INDIANA, June 29, 2018 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced the completion of the acquisition of Heartland Steel Processing, LLC (formerly known as Companhia Siderurgica Nacional, LLC) (“Heartland”).  Located in Terre Haute, Indiana, Heartland produces various types of higher-margin, flat roll steel by further processing hot roll coils into pickle and oil, cold roll, and galvanized products.  As previously announced, the purchase price for Heartland was $400 million in cash, inclusive of $60 million of normalized working capital, and subject to customary transaction purchase price adjustments. The transaction was funded with available cash, with an expectation of near-term earnings and cash flow per share accretion.

 

“We enthusiastically welcome the employees and existing customers of Heartland into the Steel Dynamics family,” stated Mark D. Millett, President and Chief Executive Officer. “The successful completion of the Heartland acquisition represents another step toward one of our growth initiatives, to further increase value-added product and market diversification.  We believe Heartland, together with our Midwest flat roll operations, will provide numerous synergies and a tremendous amount of operating flexibility and optionality.  We look forward to bringing this strategy to fruition.”

 

The acquisition will expand Steel Dynamics’ annual flat roll steel shipping capacity to 8.4 million tons and total steel shipping capability to 12.4 million tons.  The additional exposure to lighter-gauge and greater width flat roll steel offerings will broaden the Company’s value-added product portfolio, enhancing Steel Dynamics position as a leading North American steel producer.

 

Heartland Overview

 

Heartland has the annual capability to produce 1.0 million tons of cold roll steel, with galvanizing capacity of 360,000 tons.  Heartland is comprised of a continuous pickle line, a cold mill, and a galvanizing line.  The equipment has been upgraded, well-maintained, and is in excellent operating condition.  Historically, Heartland has been operated at low utilization, primarily focusing on galvanized products.  Future plans are to utilize the full capacity of the facility, providing high quality cold roll, pickle and oil, and galvanized products.  The geographic proximity to Steel Dynamics’ other flat roll operations and certain fabrication locations provides opportunities related to logistics and production efficiencies throughout the supply chain and customer network.

 

About Steel Dynamics, Inc.

 

Steel Dynamics is one of the largest domestic steel producers and metals recyclers in the United States based on estimated annual steelmaking and metals recycling capability, with facilities located throughout the United States, and in Mexico.  Steel Dynamics produces steel products, including hot roll, cold roll, and coated sheet steel, structural steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections and steel joists and deck.  In addition, the company produces liquid pig iron and processes and sells ferrous and nonferrous scrap.

 

Forward-Looking Statements

 

This press release contains some predictive statements about future events, including statements related to conditions in the steel and metallic scrap markets, Steel Dynamics’ revenues, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. These statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,”

 



 

“estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) the effects of uncertain economic conditions; (2) cyclical and changing industrial demand; (3) changes in conditions in any of the steel or scrap-consuming sectors of the economy which affect demand for our products, including the strength of the non-residential and residential construction, automotive, manufacturing, appliance, pipe and tube, and other steel-consuming industries; (4) fluctuation in the cost of key raw materials and supplies (including steel scrap, iron units, and energy costs) and our ability to pass on any cost increases; (5) the impact of domestic and foreign import price competition; (6) unanticipated difficulties in integrating or starting up new or acquired businesses; (7) risks and uncertainties involving product and/or technology development; and (8) occurrences of unexpected plant outages or equipment failures.

 

More specifically, we refer you to Steel Dynamics’ more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission. These are available publicly on the SEC website, www.sec.gov, and on the Steel Dynamics website, www.steeldynamics.com: Investors: SEC Filings.

 

Contact:  Tricia Meyers, Investor Relations Manager— +1.260.969.3500

 


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