Obligation Commerce Metals 5.75% ( US201723AN37 ) en USD

Commerce Metals

100 % ▼

Etas-Unis

US201723AN37 ( en USD )

5.75% par an ( paiement semestriel )

14/04/2026

Prospectus brochure de l'obligation Commercial Metals US201723AN37 en USD 5.75%, échéance 14/04/2026

2 000 USD

350 000 000 USD

201723AN3

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

15/04/2026 ( Dans 137 jours )

Commercial Metals Company (CMC) est un producteur et distributeur intégré de produits en acier, notamment des barres d'armature, des tubes et des poutrelles, desservant les marchés de la construction, de l'énergie et de l'industrie.

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AN37, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2026

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AN37, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AN37, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228619
PROSPECTUS
Commercial Metals Company
Offer to exchange up to $350,000,000 aggregate principal amount of 5.750% Senior Notes due 2026, which have not been registered under the
Securities Act of 1933, for up to $350,000,000 aggregate principal amount of 5.750% Senior Notes due 2026 that have been registered under the
Securities Act of 1933.
The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on January 14, 2019, unless extended. We do not currently
intend to extend the expiration date of the exchange offer. The exchange offer will be open for at least 20 full business days.
Upon the terms and subject to the conditions set forth in this prospectus (as it may be amended or supplemented from time to time, this "prospectus") and
in the accompanying letter of transmittal, we are offering to exchange up to $350,000,000 in aggregate principal amount of our new 5.750% Senior Notes
due 2026, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), referred to in this prospectus as the "new
notes," for any and all of our outstanding unregistered 5.750% Senior Notes due 2026 referred to in this prospectus as the "old notes." We issued the old
notes on May 3, 2018 in a transaction not requiring registration under the Securities Act in reliance on Rule 144A and Regulation S thereunder. We are
offering you new notes, with terms that are substantially identical to those of the old notes, in exchange for your old notes in order to satisfy your
registration rights as a holder of the old notes. The new notes and the old notes are collectively referred to in this prospectus as the "notes," and the offer to
exchange the old notes for new notes is referred to in this prospectus as the "exchange offer."
Material Terms of the Exchange Offer

· The exchange offer expires at 5:00 p.m., New York City time, on January 14, 2019, unless extended.

· All outstanding old notes that are validly tendered and not validly withdrawn before the exchange offer expires will be exchanged for an equal

principal amount of new notes.

· You may validly withdraw your tender of old notes any time before the exchange offer expires.

· The terms of the new notes are substantially identical to those of the old notes, except that the new notes will not have securities law transfer

restrictions or registration rights and the new notes will not provide for the payment of additional interest under circumstances relating to the
timing of the exchange offer.

· We will not receive any proceeds from the exchange offer.

· No established trading market for the old notes or the new notes currently exists. The new notes will not be listed on any securities exchange or

included in any automated quotation system.

· The exchange offer is not subject to any minimum tender condition, but is subject to certain customary conditions.

· The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. The letter of transmittal for the exchange offer states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes
where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this
prospectus available for a period of 180 days from the effective date of the registration statement for the exchange offer (or such shorter period during
which broker-dealers are required by law to deliver this prospectus) to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
See "Risk Factors" beginning on page 17 of this prospectus for a discussion of risks associated with investing in
the new notes and with the exchange of old notes for the new notes offered hereby.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 13, 2018

Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the "SEC"). In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying
letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you
must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an
offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is
unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, or in the documents
incorporated by reference herein, is accurate as of any date other than the date on the front cover of this prospectus, or the date of such
incorporated documents, as the case may be.
TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

ii
PROSPECTUS SUMMARY

1
RISK FACTORS
17
USE OF PROCEEDS
22
THE EXCHANGE OFFER
23
DESCRIPTION OF OTHER INDEBTEDNESS
32
DESCRIPTION OF THE NEW NOTES
38
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
52
PLAN OF DISTRIBUTION
53
WHERE YOU CAN FIND MORE INFORMATION
54
LEGAL MATTERS
55
EXPERTS
55
ANNEX A -- LETTER OF TRANSMITTAL
A-1
As used in this prospectus, unless otherwise specified or unless the context indicates otherwise, the terms "Company," "CMC," "we," "us"
and "our" refer and relate to Commercial Metals Company and its consolidated subsidiaries.
This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus.
This information is available at the internet website that is maintained by the SEC at www.sec.gov, as well as through other sources. Please see
"Where You Can Find More Information." You may also request copies of these documents from CMC, without charge, upon written request to
Commercial Metals Company, 6565 N. MacArthur Boulevard, Suite 800, Irving, Texas 75039, Attn: Investor Relations, or by telephone by calling
(214) 689-4300. To obtain timely delivery of any requested information, holders of old notes must make any request no later than five business
days prior to the expiration date of the exchange offer. Such date is January 7, 2019.

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FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws,
with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of
continued pressure on the liquidity of our customers, potential synergies provided by our recent acquisitions, demand for our products, steel margins, the
ability to operate our mills at full capacity, future supplies of raw materials and energy for our operations, share repurchases, legal proceedings, renewing
the credit facilities of our Polish subsidiary, the reinvestment of undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential construction
activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, our new Oklahoma micro mill,
estimated contractual obligations, the effects of the acquisition of substantially all of the U.S. rebar fabrication facilities and the steel mini mills located in
or around Rancho Cucamonga, California, Jacksonville, Florida, Sayreville, New Jersey and Knoxville, Tennessee previously owned by Gerdau S.A. and
certain of its subsidiaries (collectively, the "acquired businesses"), and our expectations or beliefs concerning future events. These forward-looking
statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to,"
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"ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent risks and
uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.
Our forward-looking statements are based on management's expectations and beliefs as of the time this prospectus is filed with the SEC or, with
respect to any document incorporated by reference into this prospectus, as of the time such document was prepared. Although we believe that our
expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially.
Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the
occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Some of the important factors that could cause
actual results to differ materially from our expectations include the following:

· changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the

highly cyclical steel industry;

· rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing

the profitability of our fabrication contracts due to rising commodity prices;

· excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including

import quantities and pricing;

· compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and

greenhouse gas emissions;

· involvement in various environmental matters that may result in fines, penalties or judgments;

· potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts;

· activity in repurchasing shares of our common stock under our repurchase program;

· financial covenants and restrictions on the operation of our business contained in agreements governing our debt;

· our ability to successfully identify, consummate, and integrate acquisitions and the effects that acquisitions may have on our financial leverage;

· risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust

legislation and other regulatory and third party consents and approvals;

· failure to retain key management and employees of the acquired businesses;

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· issues or delays in the successful integration of the acquired businesses' operations with those of the Company, including the inability to

substantially increase utilization of the acquired businesses' steel mini mills, and incurring or experiencing unanticipated costs and/or delays or
difficulties;

· difficulties or delays in the successful transition of the acquired businesses to the information technology systems of the Company as well as

risks associated with other integration or transition of the operations, systems and personnel of the acquired businesses;

· unfavorable reaction to the acquisition of the acquired businesses by customers, competitors, suppliers and employees;

· lower than expected future levels of revenues and higher than expected future costs;

· failure or inability to implement growth strategies in a timely manner;

· impact of goodwill impairment charges;

· impact of long-lived asset impairment charges;

· currency fluctuations;

· global factors, including political uncertainties and military conflicts;

· availability and pricing of electricity, electrodes and natural gas for mill operations;

· ability to hire and retain key executives and other employees;

· competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;

· information technology interruptions and breaches in security;

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· ability to make necessary capital expenditures;

· availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;

· unexpected equipment failures;

· ability to realize the anticipated benefits of our investment in our new micro mill in Durant, Oklahoma;

· losses or limited potential gains due to hedging transactions;

· litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;

· risk of injury or death to employees, customers or other visitors to our operations;

· impacts of the Tax Cuts and Jobs Act;

· increased costs related to health care reform legislation; and

· those factors listed under Part I, Item 1A, Risk Factors, included in our Annual Report on Form 10-K for the fiscal year ended August 31,

2018, filed with the SEC on October 25, 2018.
You should refer to the "Risk Factors" section of this prospectus and our periodic and current reports filed with the SEC for specific risks which
would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. It is not possible to identify all
of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and
circumstances discussed herein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking
statements. Accordingly, readers of this prospectus are cautioned not to place undue reliance on forward-looking statements.

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PROSPECTUS SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus. This summary is not complete and does not
contain all of the information you should consider before participating in the exchange offer. Before deciding to tender old notes in the exchange
offer, you should read the entire prospectus carefully, including the documents incorporated by reference herein, especially the matters discussed
under "Risk Factors" beginning on page 17 and the financial statements and accompanying notes incorporated by reference herein. See "Where You
Can Find More Information" elsewhere in this prospectus.
Unless otherwise indicated, references in this prospectus to the terms "Company," "CMC," "we," "us" and "our" refer and relate to Commercial
Metals Company and its consolidated subsidiaries. In addition, unless otherwise expressly indicated or the context otherwise requires, the description
of our business in this prospectus, including the operational data disclosed herein, does not give effect to the completion of the acquisition of the
acquired businesses. Our fiscal year ends August 31 and any reference in this prospectus to any year or fiscal year refers to the fiscal year ended
August 31 of that year unless otherwise noted.
Our Business
We manufacture, recycle and market steel and metal products, related materials and services through a network of facilities including eight
electric arc furnace ("EAF") mini mills (including four EAF mini mills that we acquired as part of the acquisition of the acquired businesses), two
EAF micro mills, a rerolling mill, steel fabrication and processing facilities, construction-related product warehouses and metal recycling facilities in
the United States and Poland.
We believe we are a leader in the production and fabrication of reinforcing bar ("rebar") for use in non-residential and infrastructure
construction in the United States and Poland. In Poland, we believe we hold a leadership position in the production of merchant and, to a lesser
extent, wire rod products.
In addition, all of our steel mills produce finished products from recycled ferrous materials, making us a leading presence in the sustainability of
the steel life cycle as well as a recycler of non-ferrous materials.
For the fiscal year ended August 31, 2018, our U.S. recycling operations shipped approximately 2.7 million tons of scrap metal, our steel mills
in the United States and Poland shipped a combined 4.5 million tons of steel products, and our U.S. fabrication operations shipped 1.1 million tons of
fabricated steel. For the fiscal year ended August 31, 2018, we generated net sales of $4.6 billion, earnings from continuing operations before taxes of
$165.4 million and net earnings of $138.5 million.
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On November 5, 2018, we completed the acquisition of the acquired businesses. For additional information, see "--Recent Developments--
Closing of Acquisition of Gerdau U.S. Assets."
Business Segments
We operate with a high degree of vertical integration, currently having four operating business segments: Americas Recycling, Americas Mills,
Americas Fabrication and International Mill. As described in more detail herein, in June 2017, our Board of Directors approved a plan to exit our
International Marketing and Distribution Segment, which was completed during fiscal 2018. For additional information, see "Recent Developments--
Exit of International Marketing and Distribution Segment and Other Non-Core Businesses."
Americas Recycling. Our Americas Recycling segment processes scrap metals for use as a raw material by manufacturers of new metal
products. We sell scrap metals to steel mills and foundries, aluminum sheet and ingot manufacturers, brass and bronze ingot makers, copper refineries
and mills, secondary lead smelters, specialty steel mills, high temperature alloy manufacturers and other consumers. In fiscal 2018, this segment's 34
scrap metal processing plants shipped approximately 2.4 million short tons of ferrous and 0.3 million short tons of nonferrous scrap metals.
Americas Mills. Our Americas Mills segment, after giving effect to the acquisition of the acquired businesses, includes seven domestic EAF
mini mills, two EAF micro mills, a rerolling mill, three scrap metal shredders, nine scrap metal processing facilities that directly support the steel mills
and a railroad salvage operation, all of which are based in the United States. In fiscal 2018, our steel mills melted, rolled and shipped approximately
2.9 million, 2.7 million and 3.0 million short tons, respectively. Eight of these steel mills are strategically located in the Sun Belt region of the United
States, positioning us to capitalize on growth in the region.
We manufacture finished long steel products, including rebar, merchant bar, light structural and other special sections as well as semi-finished
billets for re-rolling and forging applications. Our products are sold to the construction, service center, transportation, steel warehousing, fabrication,
energy, petrochemical and original equipment manufacturing industries. Recent developments in our Americas Mills segment include the following:

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· On November 5, 2018, we acquired four additional EAF mini mills in connection with the closing of the acquisition of the acquired

businesses.

· We recently completed the construction of a new micro mill in Durant, Oklahoma, which was placed into service during the second
quarter of fiscal 2018. This new micro mill mirrors the design of our existing micro mill in Arizona. The Oklahoma micro mill became the
first and only producer of hot-rolled, spooled rebar in the U.S. In addition, we completed construction of a highly-automated t-post
manufacturing plant on the same site that began service in the summer of 2018. At this facility, we produce low cost, high quality steel

products, which complements our existing manufacturing capability to better serve our customers. We believe that this addition to our
portfolio of highly efficient, customer focused and cost effective steel production facilities should allow us to better serve a growing North
Texas market and increase our presence in adjacent markets. We believe that this new micro mill will also integrate with our existing
recycling and fabrication footprint, enhancing our ability to further leverage our raw material supply chain and optimize product mix. The
direct and indirect investment in our Oklahoma micro mill was in excess of approximately $250.0 million.

· In November 2017, we announced that we will invest in a second spooler to produce hot-rolled, spooled rebar at our micro mill in

Arizona, and construction has commenced.

· On October 26, 2017, we also completed the acquisition of substantially all of the assets of MMFX Technologies Corporation ("MMFX"),
a company that markets, sells and licenses the production of proprietary specialty steel products. The acquisition of MMFX's proprietary

specialty steel products evidences our commitment to innovation in the concrete reinforcement industry and will allow us to offer our
customers an additional range of products and cost-effective solutions to suit specific building requirements.
Americas Fabrication. Our Americas Fabrication segment consists of: our steel fabrication facilities that bend, weld, cut and fabricate steel,
primarily rebar, and produce steel fence posts; warehouses that sell or rent products for the installation of concrete; and facilities that heat-treat steel to
strengthen and provide flexibility. We continue to invest in our Americas Fabrication segment with the acquisition of 33 rebar fabrication facilities in
the U.S. from Gerdau S.A. and certain of its subsidiaries, as well as the fiscal 2017 acquisitions of substantially all of the assets of Continental
Concrete Structures, Inc. ("CCS"), a fabricator of post-tensioning cable and related products for commercial and public construction projects and a
provider of professional design and value engineering services to the construction industry throughout North America; and Associated Steel Workers,
Limited ("ASW"), a steel fabrication facility in Kapolei, Hawaii. In addition, we are continuously seeking to enhance the competitive position of our
Americas Fabrication segment by divesting its non-core businesses, such as by the sale of our structural fabrication business in the third quarter of
calendar 2018.
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As of November 30, 2018, our Americas Fabrication operations consists of a network of 71 facilities engaged in various aspects of steel
fabrication, primarily in general fabrication of reinforcing steel, including four facilities that fabricate only steel fence posts, and two heat treating
plants. In addition, we have 24 locations from which we sell and rent construction-related products and equipment to concrete installers and other
businesses in the construction industry. Fabricated steel products are used primarily in the construction of commercial and non-commercial buildings,
hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums, and dams. In fiscal 2018, we shipped 1.1 million
short tons of fabricated steel.
International Mill. Our International Mill segment is comprised of our mini mill, recycling and fabrication operations located in Poland. Our
Poland mini mill operation has annual rolling capacity of approximately 1.3 million short tons. During fiscal 2018, the facility melted, rolled and
shipped approximately 1.5 million, 1.3 million and 1.5 million short tons of steel, respectively.
We recently announced an investment of approximately $80.0 million to increase the finished goods production capacity at our Polish facility
by approximately 400,000 metric tons. The investment is planned to allow the facility to fully utilize its existing melt capacity and continue its
expansion into higher margin wire rod and merchant product. We expect the project to be completed by the end of fiscal year 2020.
Principal products manufactured include rebar and wire rod as well as merchant bar and billets. Our Polish fabrication operations have expanded
downstream captive uses for a portion of the rebar and wire rod manufactured at the Poland mini mill. In addition to fabricated rebar, these facilities
sell fabricated mesh, assembled rebar cages and other rebar by-products. Additionally, we operate a fabrication facility that enables our Polish
fabrication operations to supplement sales of fabricated rebar by also offering wire mesh to customers which include metals service centers and
construction contractors.
Other Information Concerning Our Business. For additional information regarding our operations, customers, properties and financial results,
please refer to our Annual Report on Form 10-K for the year ended August 31, 2018, which was filed with the SEC on October 25, 2018 and is
incorporated by reference herein. See "Where You Can Find More Information."
Competitive Strengths
Vertically Integrated Manufacturing Platform
We operate with a high degree of vertical integration. For example, our recycling operations in North America and Poland provide scrap metal
to our steel mills, who in turn use the scrap metal to produce and supply steel required by our fabrication operations. Our integrated platform allows us
to realize efficiencies and value in various steps of the vertical chain.

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International Footprint with Key Positions in North America and Europe
After giving effect to the acquisition of the acquired businesses, our recycling, manufacturing and fabrication operations consist of a network of
approximately 167 facilities. We have key positions in North America and Poland. In the U.S., eight of our steel mills are strategically located in the
Sun Belt region, which positions us to capitalize on growth in this region as well as the longer construction season. In addition, according to the
European Commission's "Summary of the Partnership Agreement for Poland (2014-2020)," Poland is expected to receive European Union, or EU,
funding of 78 billion through 2020, the most of any member state. We believe this funding will result in further expansion of non-residential and
infrastructure spending in Poland.
Efficient Manufacturing Focused on Long Products
We believe we are among the lowest-cost steel producers in North America. Our mills are in close proximity to the markets they serve. In
addition, our mills use the efficient EAF technology, enabling our manufacturing operations to have relatively low-cost production. Our micro mill in
Arizona, as well as our recently completed micro mill in Oklahoma, are state-of-the-art, utilizing a design where metal flows uninterrupted from
casting to rolling.
Investments in Technology; Poised for Continued Non-Residential Construction Expansion
We continue to position our company for expansion in non-residential construction, our key end market, by investing in new technologies in the
U.S. and Poland. Recently, we:

· continued to make investments in high strength corrosion resistant specialty applications, as evidenced by our investment in the MMFX

asset acquisition;

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· commissioned a new, highly-efficient continuous caster at our mini mill in Poland;

· installed a highly-automated non-ferrous recovery equipment plant in Seguin, Texas to improve recovery for commercial sales and

invested in similar technology at our shredder in Lexington, South Carolina;

· completed construction of a new micro mill in Durant, Oklahoma. This facility parallels our micro mill in Mesa, Arizona, using highly-
efficient, state-of-the-art processes. In addition, we completed construction of a highly-automated t-post manufacturing plant on the same

site that began service in the summer of 2018, and the Oklahoma micro mill became the first and only producer of hot-rolled, spooled
rebar in the U.S.; and

· began construction of a second spooler to produce hot-rolled, spooled rebar at our micro mill in Mesa, Arizona.
Strong Balance Sheet and Liquidity
Our liquidity position at August 31, 2018 remained strong with cash and cash equivalents of $622.5 million and availability under our credit and
accounts receivables sales facilities of approximately $617.8 million. The cash on hand includes the proceeds received from the issuance of
$350.0 million aggregate principal amount of old notes. The proceeds of the old notes, together with cash on hand and a $180.0 million term loan A
under our credit agreement (the "2018 term loan"), were used to finance the acquisition of the acquired businesses, which closed on November 5,
2018. As adjusted to give effect to the acquisition of the acquired businesses, our liquidity position at August 31, 2018 would have consisted of cash
and cash equivalents of $85.1 million and availability under our credit and accounts receivables sales facilities of approximately $617.8 million.
Our close management of capital expenditures, and emphasis on risk management, have also been key to our efforts and progress in this area.
We remain committed to maintaining financial flexibility and a strong liquidity position, while investing in new and profitable growth projects.
Excellence in Customer Service
Our customer service delivery is underpinned by a philosophy and execution that differentiates us from the competition. Operating primarily in a
commodity environment, we strive to provide a customer service experience, not just a product. Furthermore, our expertise in detailing, fabrication
and logistics makes our U.S. fabrication operations a preferred supplier for large, complex infrastructure and commercial construction projects.

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Experienced Management Team
Our management team, led by our President and Chief Executive Officer, Barbara Smith, includes executives and managers with significant
industry, operational and functional experience in the metals sector. Collectively, our President and CEO, CFO and COO have a combined 97 years of
steel, metals or related industry experience. This team continues to direct our growth strategy, as well as productivity and profit enhancement
programs.
Business Strategy
Leverage Strategic Investments
After the economic recession of 2008, we continued to make investments in our business that increased our manufacturing capacity, as well as
the potential for higher margin business. Contributions from these business enhancements could be realized as the non-residential construction market
strengthens. Since 2013, we have invested in a number of world class capacity and enhancement projects, including:

· highly-automated non-ferrous recovery plant in Texas to improve recovery for commercial sales;

· a new, state-of-the-art, EAF and continuous caster in our Polish mini mill;

· the construction of a micro mill in Durant, Oklahoma, including a highly-automated t-post manufacturing facility and technology that

allowed us to become the first and only producer of spooled rebar in the U.S.;

· a second spooler to produce hot-rolled, spooled rebar at our micro mill in Mesa, Arizona; and

· our 2017 acquisitions of CCS and ASW in our Americas Fabrication segment, our acquisition of seven recycling facilities from

OmniSource Corporation in our Americas Recycling segment and our recent acquisition of MMFX in our Americas Mills segment. We
believe these investments should result in increased profitability and returns for us.
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In addition, as described below, we recently closed the acquisition of the acquired businesses, consisting of 33 rebar fabrication facilities in the
U.S. as well as steel mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California.
Effectively Manage Costs and Improve Cash Flow Metrics
We have taken action to reduce our cost structure, optimize inventory across our vertically-integrated platform and streamline operations to
improve our cash flow. We have consolidated and centralized back office operations in many support functions to reduce cost and improve
efficiencies. Over the last three fiscal years ending in August 31, 2018, we have generated more than $920.0 million in net cash flows from operating
activities.
Exit Unprofitable and Non-Core Businesses
We are committed to our core assets and vertical integration platform. In recent years, we have identified and divested various non-core and
unprofitable businesses to enhance our competitive position and re-deploy cash to higher return investments. For example, during the past three fiscal
years, we:

· closed and sold the assets of our Australian steel distribution business for aggregate proceeds of approximately $30.8 million;

· closed our trading and distribution operations in Cardiff, United Kingdom;

· completed the sale of our raw materials trading business ("CMC Cometals") for cash proceeds of approximately $170.4 million, subject to

customary post-closing adjustments;

· completed the sale or substantial wind down of the remaining operations that were previously included in our International Marketing and

Distribution segment; and

· disposed of our structural steel fabrication business with locations in South Carolina and Texas.

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Maintain Strong Balance Sheet and Financial Flexibility
We are committed to maintaining strong financial ratios and adequate liquidity to allow us to execute our strategic plan. In 2017, we completed
a refinancing that resulted in the repurchase and/or repayment of all our outstanding 6.50% senior notes due 2017 and 7.35% senior notes due 2018,
which was partially funded with the issuance of our 5.375% senior notes due July 15, 2027 (the "2027 notes") and the incurrence of a coterminous
term loan A under our credit agreement in the original aggregate principal amount of $150.0 million (the "2017 term loan"). As a result, we do not
have any significant debt maturities until the maturity of our revolving credit facility, the 2017 term loan and the 2018 term loan.
Recent Developments
Closing of Acquisition of Gerdau U.S. Assets
Overview. On December 29, 2017, we and our direct and indirect wholly owned subsidiaries, CMC Steel Fabricators, Inc. and CMC Steel US,
LLC, entered into a stock and asset purchase agreement (the "purchase agreement"), with GNA Financing, Inc., Gerdau Ameristeel US, Inc., Gerdau
Ameristeel Sayreville Inc. and Gerdau Ameristeel WC, Inc. (the "sellers"), pursuant to which we agreed to acquire the acquired businesses, which
included substantially all of sellers' rebar fabrication facilities in the U.S. as well as four steel mini mills.
On November 5, 2018, we closed the acquisition of the acquired businesses and paid the cash purchase price of $600.0 million, plus an
estimated working capital adjustment of $101.2 million. The purchase price is subject to customary purchase price adjustments under the terms of the
purchase agreement, including an adjustment based on the final working capital of the acquired businesses. The purchase price was paid with the
proceeds from the issuance of the old notes, the 2018 term loan and cash on hand.
Description of Acquired Businesses. The acquired businesses include 33 rebar fabrication facilities and four steel mini mills located in or around
Rancho Cucamonga, California, Jacksonville, Florida, Sayreville, New Jersey and Knoxville, Tennessee with annual melt capacity of 2.7 million tons,
which brings our global melt capacity to approximately 7.2 million tons. In addition, the acquisition of the acquired businesses increases our total
annual mill rolling capacity by 2.5 million tons.
The acquired businesses generated net revenue of $1.3 billion and a net loss of $326.3 million for the twelve months ended December 31, 2017
and net revenue of $1.3 billion and a net loss of $40.0 million for the nine months ended September 30, 2018. As of December 31, 2017, the acquired
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businesses had $221.5 million of accounts receivable, $160.7 million of inventories, net property, plant and equipment of $288.1 million and total
assets of $724.3 million. As of September 30, 2018, the acquired businesses had $268.2 million of accounts receivable, $205.4 million of inventories,
net property, plant and equipment of $274.3 million and total assets of $804.0 million.
For additional information concerning the historical financial results of the acquired businesses, as well as pro forma financial information
combining the results of the Company and the acquired businesses, please see the Company's Current Report on Form 8-K filed with the SEC on
April 19, 2018 and the Company's Current Report on Form 8-K/A filed with the SEC on November 29, 2018, each of which is incorporated by
reference herein.
Completion of New EAF Micro Mill
In the second quarter of fiscal 2018, we completed the construction, and started commercial production activities, of a new EAF micro mill
located in Durant, Oklahoma that mirrors the state-of-the-art process technology utilized by our existing EAF micro mill in Arizona.
Exit of International Marketing and Distribution Segment and Other Non-Core Businesses
In June 2017, our Board of Directors approved a plan to exit our International Marketing and Distribution segment. As an initial step in this
plan, on August 31, 2017, we completed the sale of CMC Cometals for $170.4 million, subject to customary post-closing adjustments. Additionally,
during the second quarter of fiscal 2018, the remaining operations related to the Company's steel trading business in the U.S. and Asia were
substantially wound down. Finally, during the third quarter of fiscal 2018, the Company sold certain assets and liabilities of its Australian steel trading
business, resulting in an overall transaction loss, including selling costs, of $5.3 million. The results of these activities have been classified as
discontinued operations in our consolidated statements of earnings for all periods described in or incorporated by reference in this prospectus.

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Furthermore, during the third quarter of fiscal 2018, the Company completed the sale of assets of the non-core structural steel fabrication
operations for proceeds of $20.3 million, subject to customary post-closing adjustments. The Company recognized a total impairment charge of
$13.7 million related to the sale of these operations.
Sixth Amendment to Credit Agreement
On October 23, 2018, we and our wholly owned subsidiary, CMC International Finance S.à r.l., as foreign borrower, entered into a sixth
amendment to our credit agreement with Bank of America, N.A., as Administrative Agent, and certain other lending institutions party thereto (the
"sixth amendment").
The sixth amendment amends the credit agreement to, among other things, (i) include Fitch Group, Inc. as a party whose ratings of our
indebtedness may be used to determine our compliance with certain covenants under the credit agreement and the calculation of the Applicable Rate
(as defined in the credit agreement) used to determine the interest rate for borrowings and certain fees under the credit agreement, (ii) permit the
appointment of a successor foreign borrower under the credit agreement, subject to the fulfillment of certain conditions, and (iii) permit, in certain
circumstances, the replacement of LIBOR as the benchmark rate for determining the interest rate for borrowings under the credit agreement with an
alternate benchmark rate, subject to the fulfillment of certain conditions.

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SUMMARY ORGANIZATIONAL CHART
The following chart shows a summary of our organizational structure as of August 31, 2018, as adjusted to give effect to (i) the incurrence of
$180.0 million under the 2018 term loan, (ii) the acquisition of the acquired businesses and (iii) the issuance of the new notes, assuming that all of the
old notes are validly tendered and not validly withdrawn in the exchange offer. This chart is provided for illustrative purposes only and does not
represent all of our entities or obligations of our entities.
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(1)
We are party to a credit agreement with a revolving credit facility of $350.0 million. As of August 31, 2018, no amounts were outstanding under
the revolving credit facility.
(2)
For each old note validly tendered and not validly withdrawn in the exchange offer, the tendering noteholder will receive a new note of equal
principal amount. Old notes not validly tendered or validly withdrawn in the exchange offer will remain outstanding following the
consummation of the exchange offer. Accordingly, the consummation of the exchange offer will not impact the aggregate principal amount of
indebtedness that the Company has outstanding.
(3)
CMC International Finance, S.à r.l. is a foreign borrower under the credit agreement. As of August 31, 2018, no amounts were outstanding with
respect to the foreign borrower.
(4)
We are party to a $200.0 million U.S. sale of trade accounts receivable program which, as amended, expires on August 31, 2020. Under the
program, we contribute, and several of our subsidiaries sell without recourse, certain eligible trade accounts receivable to CMC Receivables,
Inc. ("CMCRV"), a wholly owned subsidiary of CMC. CMCRV is structured to be a bankruptcy-remote entity formed for the sole purpose of
buying and selling trade accounts receivable generated by us and certain of our subsidiaries. CMCRV then sells the trade accounts receivable in
their entirety to two financial institutions.
For the fiscal year ended August 31, 2018, and all comparative periods presented or incorporated by reference herein, we accounted for sales of
the trade accounts receivable as true sales, and the trade accounts receivable balances that were sold were removed from our consolidated
balance sheets. The cash advances received were reflected as cash provided by operating activities on our consolidated statements of cash flows.
On September 1, 2018, we amended certain terms of our receivable program, disqualifying the sale of such receivables from being accounted for
as true sales. As a result of the amendments, any future advances under the programs will be recorded as financing activities.
At August 31, 2018, CMCRV had sold $273.5 million of trade accounts receivable to the financial institutions and had no advance payments
outstanding on the sale of its accounts receivable.

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(5)
The credit agreement is guaranteed by each of our material domestic subsidiaries (as described in the credit agreement). Furthermore, the
obligations of CMC International Finance, S.à r.l., the foreign borrower under the credit agreement, are guaranteed by CMC Poland Sp. z.o.o., a
Polish subsidiary of ours. In addition, certain entities acquired as part of the acquisition of the acquired businesses became guarantors under the
credit agreement following the completion of such acquisition. None of our subsidiaries, including subsidiaries acquired as part of the
acquisition of the acquired businesses, will guarantee the new notes offered hereby nor are they guarantors of the old notes or any of our other
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