Obbligazione GerdauCorp 7.25% ( USG2440JAG07 ) in USD

GerdauCorp

115.74 USD ▼

Brasile

USG2440JAG07 ( in USD )

7.25% per anno ( pagato 2 volte l'anno)

15/04/2044

Prospetto opuscolo dell'obbligazione Gerdau USG2440JAG07 en USD 7.25%, scadenza 15/04/2044

200 000 USD

500 000 000 USD

G2440JAG0

BBB ( Lower medium grade - Investment-grade )

N/A

16/04/2026 ( In 121 giorni )

Gerdau è un'azienda multinazionale brasiliana leader nella produzione e distribuzione di acciaio lungo e prodotti a valore aggiunto.

The Obbligazione issued by GerdauCorp ( Brazil ) , in USD, with the ISIN code USG2440JAG07, pays a coupon of 7.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/04/2044
The Obbligazione issued by GerdauCorp ( Brazil ) , in USD, with the ISIN code USG2440JAG07, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

LISTING PARTICULAR
US$ 500,000,000
GTL TRADE FINANCE INC.

(incorporated with limited liability in the British Virgin Islands)

7.250 % Bonds Due 2044
Unconditionally and irrevocably guaranteed by
Gerdau S.A.
Gerdau Açominas S.A.
Gerdau Aços Longos S.A.
Gerdau Aços Especiais S.A.

(Each incorporated in the Federative Republic of Brazil)
GTL Trade Finance Inc., which we refer to as the "Issuer", has offered US$ 500,000,000 aggregate principal amount of its 7.250% guaranteed
bonds, which we refer to as the "bonds." The bonds were initially sold to investors at a price equal to 100.000% of the principal amount thereof.
Interest on the bonds will accrue at a rate of 7.250% per year and will be payable semi-annually in arrears on April 16 and October 16 of each
year, commencing on October 16, 2014.
The bonds will mature on April 16, 2044. The Issuer may, at its option, redeem the bonds, in whole but not in part, by paying the greater of
100% of their outstanding principal amount and a "make-whole" amount, in each case plus accrued interest at any time and without premium at
any time on or after six months prior to the maturity of the bonds. See "Description of the Bonds--Early Redemption". The bonds will also be
redeemable without premium at any time prior to maturity at the Issuer's option upon the occurrence of specified events relating to applicable tax
law, as described under "Description of the Bonds--Early Redemption for Taxation Reasons." The bonds will also be repayable prior to maturity
thereof upon the occurrence of a change of control as described herein. See "Description of the BondsCovenantsRepurchase of Bonds upon a
Change of Control."
The bonds will be unconditionally and irrevocably, jointly and severally, guaranteed by Gerdau S.A., the parent of the Issuer, which we refer to
as the "Company," and its majority-owned Brazilian subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A. and Gerdau Aços Especiais
S.A., which, collectively, we refer to as the "Guarantors.". The assets of the Guarantors represent in the aggregate 95% of the Net Assets of
Gerdau consolidated group. The EBITDA of the Guarantors represent in the aggregate 88% of the EBITDA of Gerdau consolidated group.
The bonds will be senior unsecured obligations of the Issuer, ranking equal in right of payment with all of the Issuer's other existing and future
senior unsecured debt. The guarantees of the bonds rank pari passu with al unsecured and unsubordinated obligations of each of the Guarantors.
The ranking of the bonds and the guarantees is more fully described in ``Description of the Bonds--Ranking."
Application has been made to list the bonds on the Official List of the Luxembourg Stock Exchange and to trade the bonds on the Euro MTF
Market of that exchange, which we refer to as "Euro MTF". See "Listing and General Information."
_________________________________________
Investing in the bonds involves risks. See "Risk Factors" beginning on page 13.
_________________________________________
Price: 100.000% plus accrued interest, if any, from April 16, 2014
The bonds and the guarantees of the bonds have not been registered under the U.S. Securities Act of 1933, as amended, which we refer to as the
"Securities Act," or under any state securities laws. Therefore, the bonds were not offered or sold within the United States to, or for the account
or benefit of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state
securities laws. Accordingly, the bonds were offered and sold (1) to persons reasonably believed to be qualified institutional buyers (as defined in
Rule 144A under the Securities Act) and (2) to non-U.S. persons outside the United States in compliance with Regulation S under the Securities
Act. See "Notice to Investors" for additional information about eligible offerees and transfer restrictions. To the extent that the offering of the
bonds was made to persons within the European Economic Area, it has been exclusively made to "qualified investors" within the meaning of EU
Directive 2003/71/EC, which we refer to as the "Prospectus Directive," and therefore was exempted from the requirement to publish a compliant
prospectus under the Prospectus Directive.
The bonds were delivered to purchasers in book-entry form through The Depository Trust Company and its direct and indirect participants,
including Clearstream Banking, S.A. Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on April 16, 2014.
Joint Bookrunners
BofA Merrill Lynch
Itaú BBA

J.P. Morgan
Santander

May 6, 2014

You should rely only on the information contained in this Listing Particular. Neither the
Company nor the Issuer have authorized anyone to provide you with different information. The initial
purchasers are not and the Company and the Issuer are not making an offer of the bonds in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in
this Listing Particular is accurate as of any date other than the date on the cover of this Listing Particular
regardless of the time of delivery of this Listing Particular or of any sale of the bonds.
_______________
TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................. iv
WHERE YOU CAN FIND MORE INFORMATION ........................................................................................ vi
INCORPORATION BY REFERENCE .............................................................................................................. vi
FORWARD-LOOKING STATEMENTS .......................................................................................................... vii
SUMMARY ......................................................................................................................................................... 1
SUMMARY OF THE OFFERING ...................................................................................................................... 7
SUMMARY FINANCIAL AND OTHER INFORMATION OF GERDAU ..................................................... 11
RISK FACTORS ................................................................................................................................................ 14
USE OF PROCEEDS ......................................................................................................................................... 16
EXCHANGE RATES ........................................................................................................................................ 17
CAPITALIZATION OF GERDAU ................................................................................................................... 18
DESCRIPTION OF THE BONDS ..................................................................................................................... 19
FORM OF BONDS ............................................................................................................................................ 40
TAXATION ....................................................................................................................................................... 44
EUROPEAN UNION DIRECTIVE ON TAXATION OF SAVINGS INCOME .............................................. 49
ERISA AND CERTAIN OTHER CONSIDERATIONS ................................................................................... 50
NOTICE TO INVESTORS ................................................................................................................................ 52
ENFORCEMENT OF CIVIL LIABILITIES ..................................................................................................... 55
PLAN OF DISTRIBUTION............................................................................................................................... 57
LEGAL MATTERS ........................................................................................................................................... 64
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................................................................. 64
LISTING AND GENERAL INFORMATION .................................................................................................. 65

Unless otherwise indicated or the context otherwise requires, all references in this Listing Particular to
(i) the "Issuer" refer to GTL Trade Finance Inc., a company incorporated with limited liability in the British
Virgin Islands, or "BVI", (ii) "Gerdau", "the Company" or similar terms refer to Gerdau S.A., a corporation
organized under the laws of the Federative Republic of Brazil, which we refer to as "Brazil," and its
consolidated subsidiaries, (iii) the "Guarantors" refer to Gerdau S.A., Gerdau Açominas S.A., which we refer to
as "Gerdau Açominas", Gerdau Aços Longos S.A., which we refer to as "Gerdau Aços Longos" and Gerdau
Aços Especiais S.A., which we refer to as "Gerdau Aços Especiais" and (iv) "Gerdau Ameristeel" refer to
Gerdau Ameristeel Corp., a corporation organized under the laws of the Province of Ontario, Canada, and
wholly-owned subsidiary of Gerdau.
The Company and the Issuer are relying on an exemption from registration under the Securities Act for
offers and sales of securities that do not involve a public offering. By purchasing bonds, you will be deemed to
have made the acknowledgments, representations, warranties and agreements described under "Notice to
Investors" in this Listing Particular.

i

You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
The Company and the Issuer have submitted this Listing Particular to a limited number of investors so
that they can consider a purchase of the bonds. Neither the Company nor the Issuer have authorized its use for
any other purpose.
The Company and the Issuer, having made all reasonable inquiries, confirm that, as of the date of this
Listing Particular, the information contained in this Listing Particular with regard to the Issuer, the Company
and the other Guarantors is true and accurate in all material respects, that the opinions and intentions expressed
in this Listing Particular are honestly held, and that there are no other facts the omission of which would make
this Listing Particular as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. The Company and the Issuer accept responsibility accordingly.
In making an investment decision, you must rely on your own examination of the Company and the
terms of the offering and the bonds, including the merits and risks involved.
In connection with this offering, the initial purchasers may over-allot bonds or effect transactions with
a view to supporting the market price of the bonds at a level higher than that which might otherwise prevail.
However, there is no assurance that the initial purchasers will undertake stabilization action. Any stabilization
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the bonds
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the bonds and 60 days after the date of the allotment of the bonds. Any stabilization action or over-
allotment shall be conducted in accordance with all applicable laws and rules.
The initial purchasers assume no responsibility for, and make no representation or warranty, express or
implied, as to the accuracy or completeness of the information contained in this Listing Particular. Nothing
contained in this Listing Particular is, or shall be relied upon as, a promise or representation by the initial
purchasers as to the past or future. The initial purchasers accept no responsibility in relation to the information
contained in this Listing Particular or any other information provided by the Company, the Issuer or any of the
Guarantors in connection with the bonds.
No representation is being made to any purchaser of the bonds regarding the legality of an investment
in the bonds by such purchaser under any investment or similar laws or regulations. You should not consider
any information in this Listing Particular to be legal, business or tax advice. You should consult your own
attorney, accountant, business advisor and tax advisor for legal, financial, business and tax advice regarding an
investment in the bonds.
Neither the U.S. Securities and Exchange Commission, which we refer to as the "SEC," nor any state
securities commission has approved or disapproved of these securities or determined if this Listing Particular is
truthful or complete. Any representation to the contrary is a criminal offense.
With respect to the United Kingdom, this document is only being distributed to, and is only directed at,
(1) persons who are outside the United Kingdom, (2) persons that are qualified investors ("qualified investors")
within the meaning of Article 2(1)(e) of the Prospectus Directive (as defined below) who are also investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended), which we refer to as the "Order" or (3) high net worth entities falling within Article
49(2) of the Order; or (4) other persons to whom it may be lawfully communicated (all such persons together
being referred to as "relevant persons"). The bonds are only available in the United Kingdom to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such bonds will be engaged in only
with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely
on this document or any of its contents. See "Plan of Distribution."
This Listing Particular constitutes a prospectus for the purpose of Luxembourg law dated July 10th,
2005 on prospectus for securities, as amended.

ii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATION OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Company's audited consolidated financial statements as of December 31, 2013 and December 31,
2012, and for each of the three years ended December 31, 2013, which are incorporated to the Company's
Annual Report on Form 20-F for the year ended December 31, 2013 filed with the SEC on March 24,
2014, which we refer to as the "2013 Annual Report," has been presented in Brazilian reais and prepared in
accordance with International Financial Reporting Standards, which we refer to as "IFRS," as issued by the
International Accounting Standards Board, which we refer to as the "IASB." The 2013 Annual Report may be
obtained free of charge at the office of the paying agent in Luxembourg.
Gerdau's operations are located in Argentina, Brazil, Canada, Chile, Colombia, Dominican Republic,
Guatemala, India, Mexico, Peru, Spain, the United States, Uruguay and Venezuela. The local currency is the
functional currency for those operations. The financial statements of the subsidiaries located outside Brazil,
which already prepare their financial statements in Brazilian reais, are translated from the functional currency
into Brazilian reais. Such financial statements have been translated into Brazilian reais following the criteria
established in IFRS, which we refer to as IAS 21, "The Effects of Changes in Foreign Exchange Rates" from the
financial statements expressed in the local currency of the countries where the Company and each of its
subsidiaries operate. Under such criteria assets and liabilities are translated at the exchange rate in effect at the
end of each year and average exchange rates are used for the translation of revenues, expenses, gains and losses
in the statement of income. Capital contributions, treasury stock transactions and dividends are translated using
the exchange rate as of the date of the transaction. Translation gains and losses resulting from the translation
methodology described above are recorded directly in "Cumulative translation adjustment" within Equity. Gains
and losses on foreign-currency denominated transactions are included in the consolidated statements of income.
All references in this Listing Particular to "real," "reais" or "R$" are to the currency of Brazil. All
references in this Listing Particular to "U.S. dollars," "dollars" or "US$" are to the currency of the United States
of America. The references in this Listing Particular to "MXN" are to the currency of Mexico. You should not
construe these translations as representations by us that the real amounts actually represent these U.S. dollar
amounts or could be converted into U.S. dollars at the rates indicated. See "Presentation of Financial and Other
Information" and "Exchange Rates" for more detailed information regarding exchange rates for the Brazilian
currency.
Gerdau Operating Segments
The Company sells its products to a diversified list of customers for use in the construction,
manufacturing and agricultural industries. Shipments by the Company's Brazilian operations include both
domestic and export sales. Most of the shipments by the Company's business operations in North and Latin
America (except Brazil) are aimed at their respective local markets.
The Company's corporate governance establishes a business segmentation, as follows:

·
Brazil (Brazil Business Operation) -- includes the steel operations in Brazil (except special

steel), the iron ore operation in Brazil and the metallurgical and coking coal operation in
Colombia;
· North America (North America Business Operation) -- includes all North American

operations, except Mexico and special steel;
· Latin America (Latin America Business Operation) -- includes all Latin American operations,

except the operations in Brazil and the metallurgical and coking coal operations in Colombia;
· Special Steel (Special Steel Business Operation) -- includes the special steel operations in

Brazil, Spain, United States and India.

Installed Capacity and Shipments
As used in this Listing Particular:

iv

· "installed capacity" means the annual projected capacity for a particular facility (excluding
the portion that is not attributable to the Company's participation in a facility owned by a
joint venture), calculated based upon operations for 24 hours each day of a year and
deducting scheduled downtime for regular maintenance;
· "tonne" means a metric tonne, which is equal to 1,000 kilograms or 2,204.62 pounds; and
· "consolidated shipments" means the combined volumes shipped from all the Company's
operations in Brazil, Latin America, North America and Europe, excluding the Company's
joint venture and associate companies.
Rounding
The Company has made rounding adjustments to reach some of the figures included in this Listing
Particular. As a result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of
the figures that preceded them.
Market Information
The Company makes statements in this Listing Particular about its competitive position and market
share in, and the market size of, the steel industry. These statements are based on statistics and other information
from third-party sources that the Company believes are reliable. The Company derived this third-party
information principally from reports published by the International Iron and Steel Institute, which we refer to as
"IISI," Brazilian Steel Institute Instituto Aço Brasil, and the Commodities Research Unit, which we refer to as
the "CRU," among others. Although the Company has no reason to believe that any of this information or these
reports are inaccurate in any material respect, the Company has not independently verified the competitive
position, market share and market size or market growth data provided by third parties or by industry or general
publications.

v

WHERE YOU CAN FIND MORE INFORMATION
To comply with Rule 144A under the Securities Act in connection with resale of the bonds, the Issuer
is required to furnish, upon request of a holder of a bond, each a "holder," or of a prospective purchaser
designated by such holder, the information required to be delivered under Rule 144A(d)(4) under the Securities
Act if, at the time of such request, the Issuer is neither a reporting company under Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder. The Company will agree to furnish the information necessary
in order to permit the compliance by the Issuer with the information delivery requirements under Rule
144A(d)(4) under the Securities Act.
Gerdau S.A. is a reporting company subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports and other information with the SEC. As a foreign private issuer,
Gerdau S.A. is exempt from the Exchange Act rules regarding the provision and control of proxy statements and
regarding short-swing profit reporting and liability. Such reports and other information can be inspected and
copied at the public references facilities of the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549.
Copies of such material can also be obtained at prescribed rates by writing to the Public Reference Section of
the SEC at 100 F Street, N.E., Washington, D.C. 20549. Gerdau S.A. files materials with, and furnishes
material to, the SEC electronically using the EDGAR System. The SEC maintains an Internet site that contains
these materials at www.sec.gov. In addition, such reports, and other information concerning Gerdau S.A. can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
on which equity securities of Gerdau S.A. are listed.
INCORPORATION BY REFERENCE
The Company's 2013 Annual Report is incorporated by reference herein. You may request a copy of
this filing, at no cost, either by contacting Gerdau S.A. at the number or address specified below or at the office
of the paying agent in Luxembourg.
________________
Gerdau's principal executive office, as well as that for the other Guarantors, is at Av. Farrapos 1811,
CEP 90220-005, Porto Alegre, Rio Grande do Sul, Brazil, and the telephone number at this address is (+55-51)
3323-2000.

vi

FORWARD-LOOKING STATEMENTS
This Listing Particular contains forward-looking statements within the meaning of the Private
Securities Litigation Act of 1995. These statements relate to the Company's future prospects, developments and
business strategies.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that
include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar
expressions are forward-looking statements. Although the Company believes that these forward-looking
statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties
and are made in light of information currently available to the Company.
It is possible that the Company's future performance may differ materially from its current assessments
due to a number of factors, including the following:
· general economic, political and business conditions in the Company's markets, both in Brazil and
abroad, including demand and prices for steel products;
· interest rate fluctuations, inflation and exchange rate movements of the real in relation to the U.S.
dollar and other currencies in which the Company sells a significant portion of its products or in
which its assets and liabilities are denominated;
· the Company's ability to obtain financing on satisfactory terms;
· price and availability of raw materials;
· changes in international trade;
· changes in laws and regulations;
· electric energy shortages and government responses to them;
· the performance of the Brazilian and the global steel industries and markets;
· global, national and regional competition in the steel market;
· protectionist measures imposed by steel-importing countries; and
· other factors identified or discussed under "Item 3.D. Risk Factors," in our 2013 Annual Report,
incorporated by reference herein.
The Company's forward-looking statements are not guarantees of future performance, and the actual
results or developments may differ materially from the expectations expressed in the forward-looking
statements. As for the forward-looking statements that relate to future financial results and other projections,
actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of
these uncertainties, potential investors should not rely on these forward-looking statements.
The Company undertakes no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.

vii

SUMMARY
This summary highlights information presented in greater detail elsewhere in this Listing Particular. This summary
is not complete and does not contain all the information you should consider before investing in the bonds. You
should carefully read this entire Listing Particular before investing, including "Risk Factors," the Company's
consolidated financial statements included in its 2013 Annual Report, incorporated by reference herein. See
"Presentation of Financial and Other Information" and "Summary Financial and Other Information of Gerdau"
for information regarding the Company's consolidated financial statements.
Gerdau
Overview
According to the Brazilian Steel Institute (IABr - Instituto Aço Brasil), Gerdau is Brazil's largest producer
of long rolled steel. Gerdau holds significant market share in the steel industries of almost all countries where it
operates and has been classified by World Steel Association as the world's 14th largest steel producer based on its
consolidated crude steel production in 2012 (last information available).
Gerdau operates steel mills that produce steel by direct iron-ore reduction (DRI) in blast furnaces and in
electric arc furnaces (EAF). In Brazil it operates four integrated steel mills, including its largest mill, Ouro Branco,
an integrated steel mill located in the state of Minas Gerais. The Company currently has a total of 61 steel producing
facilities globally, including joint venture and associate companies. The joint venture, Gallatin Steel Company, is
located in the United States and produces flat rolled steel. The associate companies are Corsa Controladora in
Mexico, Corporación Centroamericana del Acero in Guatemala and Multisteel BusinessHolding in the Dominican
Republic.
As of December 31, 2013, total consolidated installed capacity, excluding the Company's investments in
joint venture and associate companies, was 25.7 million tonnes of crude steel and 23.4 million tonnes of rolled steel
products. In the same period, the Company had total consolidated assets of R$ 58.2 billion, consolidated net sales of
R$ 39.9 billion, total consolidated net income (including non-controlling interests) of R$ 1.7 billion and equity
(including non-controlling interests) of R$ 32.0 billion.
Gerdau offers a wide array of steel products, which can be manufactured according to the customer's
specifications. The product mix includes crude steel (slabs, blooms and billets) sold to rolling mills, finished
products for the construction industry such as rods, structural bars and hot rolled coils, finished products for the
consumer goods industry such as commercial rolled steel bars and machine wire and products for farming and
agriculture such as poles, smooth wire and barbed wire. Gerdau also produces special steel products, normally with
a certain degree of customization, utilizing advanced technology, for the manufacture of tools and machinery,
chains, locks and springs, mainly for the automotive and mechanical industries.
A significant and increasing portion of Gerdau's steel production assets are located outside Brazil,
particularly in the United States and Canada, as well as in Latin America, Europe and Asia. The Company began its
expansion into North America in 1989, when consolidation in the global steel market effectively began. The
Company currently operates 18 steel production units in the United States and Canada, and believes that it is one of
the market leaders in North America in terms of production of certain long steel products, such as rods, commercial
rolled steel bars, extruded products and beams.

1

The Company's operating strategy is based on the acquisition or construction of steel mills located close to
its customers and sources of the raw materials required for steel production, such as scrap metal, pig iron and iron
ore. For this reason, most of its production has historically been geared toward supplying the local markets in which
it has production operations. However, the Company also exports an important portion of its production to other
countries. Through its subsidiaries and affiliates, the Company also engages in other activities related to the
production and sale of steel products, including: reforestation; electric power generation projects; coking coal, iron
ore and pig iron production; as well as fab shops and downstream operations.
The Company maintains insurance coverage in amounts that it believes suitable to cover the main risks of
its operating activities. The Company has purchased insurance for its Ouro Branco mill to insure against operating
losses, with a value at risk of approximately US$ 5.0 billion (R$ 11.0 billion as of April 30, 2013), including
material damage to installations (US$ 4.0 billion) and losses of gross revenues (US$ 1.0 billion), such as would arise
from halts in production due to business interruptions caused by accidents for a period up to twelve months. The
Company's current insurance policy relating to the Ouro Branco mill remains effective until April 30, 2014. The
Company's mini-mills are also covered under insurance policies which insure against certain operational losses
resulting from business interruptions.
Metalúrgica Gerdau S.A. is a holding company that controls, directly and indirectly, all Gerdau companies
in Brazil and abroad, including the Guarantors. See "Ownership and Capital Structure."
Business Strategy
The Company's goal is to produce high quality steel and steel related products in a cost effective manner
that satisfies both the needs of its customers and the goals of its security holders. The Company seeks to accomplish
the foregoing through the following measures:
Increase Market Share for Value-Added Products
The Company intends to focus on increasing its market share of value-added products that meet the specific
needs of its customers through advanced customization and technology. The four main markets in which the
Company operates are:
· construction, to which it supplies rebars, merchant bars, nails and meshes,
· manufacturing, to which it supplies bars for machinery and agricultural implements, tools and other
industrial products,
· agriculture, to which it supplies wires and posts for agricultural facilities and reforestation projects;
and
· automotive, to which it supplies special quality steel the manufacture of tools and machinery, chains,
locks and springs, mainly for the automotive and mechanical industries.
The Company intends to increase its market share of value-added products in such a way as to directly
meet the specific needs of its customers and, consequently, capture the higher prices paid for these products.
In addition, the Company intends to add value to its products through rebar fabricating facilities and
downstream operations, such as epoxy coating and production of products with specialty sections, wire and nails,
cold-drawn products, elevator guide rails and super-light profiles. Finally, the Company intends to expand its
portfolio of products manufactured by the Company in Brazil, so as to operate in all Brazilian market segments,
including flat steel.
Increase Presence in Global Markets
In the fiscal year ended December 31, 2013, approximately 38.1% of all physical sales volumes was
generated from the Brazil Business Operation, 32.2% from the North America Business Operation, 14.7% from the

2

Document Outline

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION BY REFERENCE
FORWARD-LOOKING STATEMENTS
SUMMARY
SUMMARY OF THE OFFERING
SUMMARY FINANCIAL AND OTHER INFORMATION OF GERDAU
RISK FACTORS
USE OF PROCEEDS
EXCHANGE RATES
CAPITALIZATION OF GERDAU
DESCRIPTION OF THE BONDS
FORM OF BONDS
TAXATION
EUROPEAN UNION DIRECTIVE ON TAXATION OF SAVINGS INCOME
ERISA AND CERTAIN OTHER CONSIDERATIONS
NOTICE TO INVESTORS
ENFORCEMENT OF CIVIL LIABILITIES
PLAN OF DISTRIBUTION
LEGAL MATTERS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
LISTING AND GENERAL INFORMATION