Obbligazione GerdauCorp 4.875% ( USG3925DAD24 ) in USD

Emittente GerdauCorp
Prezzo di mercato refresh price now   100.197 USD  ▼ 
Paese  Brasile
Codice isin  USG3925DAD24 ( in USD )
Tasso d'interesse 4.875% per anno ( pagato 2 volte l'anno)
Scadenza 23/10/2027



Prospetto opuscolo dell'obbligazione Gerdau USG3925DAD24 en USD 4.875%, scadenza 23/10/2027


Importo minimo 200 000 USD
Importo totale 650 000 000 USD
Cusip G3925DAD2
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating N/A
Coupon successivo 24/04/2026 ( In 131 giorni )
Descrizione dettagliata Gerdau è un'azienda multinazionale brasiliana leader nella produzione e distribuzione di acciaio lungo e prodotti a valore aggiunto.

Gerdau ha emesso un bond (ISIN: USG3925DAD24, CUSIP: G3925DAD2) in valuta USD per un totale di 650.000.000, con scadenza 23/10/2027, cedola del 4,875% pagabile semestralmente, rating S&P BBB-, prezzo di mercato attuale al 100%, taglio minimo 200.000.








OFFERING MEMORANDUM
US$650,000,000

GERDAU TRADE INC.




(incorporated with limited liability in the British Virgin Islands)




4.875% Bonds Due 2027

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)

Gerdau Trade Inc., which we refer to as the "Issuer", has offered US$650,000,000 aggregate principal amount of its 4.875% guaranteed bonds,
which we refer to as the "bonds." The bonds were initially sold to investors at a price equal to 99.026% of the principal amount thereof. Interest
on the bonds will accrue at a rate of 4.875% per year and will be payable semi-annually in arrears on April 24 and October 24 of each year,
commencing on April 24, 2018.

The bonds will mature on October 24, 2027. The Issuer may, at its option, redeem the bonds, in whole but not in part, at a redemption price equal
to the greater of 100% of their outstanding principal amount and a "make-whole" amount, in each case plus accrued interest to the date of
redemption and additional amounts, if any, at any time. At any time on or after the date that is six months prior to the maturity of the bonds, the
Issuer will have the right to redeem the bonds, in whole or in part and from time to time, at a redemption price equal to 100% of the principal
amount of the bonds being redeemed plus accrued and unpaid interest on the principal amount of the bonds being redeemed to such redemption
date. See "Description of the Bonds--Early Redemption of Bonds." 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 are 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 bonds are 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 all 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 15.
_________________________________________
Price: 99.026% plus accrued interest, if any, from October 24, 2017
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 U.S. 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
U.S. 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 is exempt 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. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on October 24, 2017.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10,
2005, as amended.
Joint Book-Running Managers
Citigroup
Santander
November 17, 2017



TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................. iv
WHERE YOU CAN FIND MORE INFORMATION ...................................................................................... vii
INCORPORATION BY REFERENCE ............................................................................................................ vii
FORWARD-LOOKING STATEMENTS ........................................................................................................ viii
SUMMARY ......................................................................................................................................................... 1
SUMMARY OF THE OFFERING ...................................................................................................................... 6
SUMMARY FINANCIAL AND OTHER INFORMATION OF GERDAU ..................................................... 10
RISK FACTORS ................................................................................................................................................ 15
USE OF PROCEEDS ......................................................................................................................................... 19
EXCHANGE RATES ......................................................................................................................................... 20
CAPITALIZATION OF GERDAU ................................................................................................................... 21
RECENT BUSINESS DEVELOPMENTS AND FINANCIAL RESULTS ...................................................... 22
DESCRIPTION OF THE BONDS ..................................................................................................................... 22
FORM OF BONDS ............................................................................................................................................ 53
TAXATION ....................................................................................................................................................... 57
EUROPEAN UNION DIRECTIVE ON TAXATION OF SAVINGS INCOME .............................................. 63
ERISA AND CERTAIN OTHER CONSIDERATIONS ................................................................................... 64
NOTICE TO INVESTORS ................................................................................................................................ 66
ENFORCEMENT OF CIVIL LIABILITIES ..................................................................................................... 68
PLAN OF DISTRIBUTION ............................................................................................................................... 70
LEGAL MATTERS ........................................................................................................................................... 76
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................................................................. 76
LISTING AND GENERAL INFORMATION ................................................................................................... 77
INDEX OF FINANCIAL STATEMENTS ...................................................................................................... F-1

You should rely only on the information contained in this offering memorandum. 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 offering memorandum is accurate as of any date other than the date on the cover of this offering
memorandum regardless of the time of delivery of this offering memorandum or of any sale of the bonds.
_______________
Unless otherwise indicated or the context otherwise requires, all references in this offering
memorandum to (i) the "Issuer" refer to Gerdau Trade 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.
In this offering memorandum, references to the initial purchasers refer to Citigroup Global Markets
Inc. ("Citigroup") and Santander Investment Securities Inc. ("Santander").
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 offering memorandum.
i


You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
This offering memorandum may be used only for the purposes for which it has been published.
Neither the Company nor the Issuer have authorized its use for any other purpose. By accepting delivery of this
offering memorandum, you agree to these restrictions as well as the acknowledgements, representations and
warranties described under "Notice to Investors."
The Company and the Issuer, having made all reasonable inquiries, confirm that, as of the date of this
offering memorandum, the information contained in this offering memorandum 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 offering memorandum are honestly held, and that there are no other facts the omission of
which would make this offering memorandum 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 offering memorandum. Nothing
contained in this offering memorandum 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 offering memorandum 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 offering memorandum 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 offering
memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
The bonds have not been and will not be issued or placed, distributed, offered or traded in the Brazilian
capital markets. The issuance of the bonds has not been nor will be registered with the Brazilian Securities
Commission (Comissão de Valores Mobiliários), or the CVM. Except under some limited registration
exemptions, any public offering or distribution, as defined under Brazilian laws and regulations, of the bonds in
Brazil is not legal without prior registration under Law No. 6,385/76, as amended (Lei do Mercado de Capitais),
or the Capital Markets Law, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended.
Documents relating to the offering of the bonds, as well as information contained therein, may not be supplied
to the public in Brazil (as the offering of the bonds is not a public offering of securities in Brazil), nor be used in
connection with any offer for subscription or sale of the bonds to the public in Brazil. The bonds will not be
offered or sold in Brazil, except in circumstances which do not constitute a public offering, placement,
distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.
Persons wishing to offer or acquire the bonds within Brazil should consult with their own counsel as to the
applicability of registration requirements or any exemption therefrom.
This offering memorandum is only being distributed to, and is only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are
ii


also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being
referred to as a "relevant person"). This offering memorandum and its contents are confidential and should not
be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in
the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on
this offering memorandum or any of its contents. See "Plan of Distribution."
iii



PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Company's audited consolidated financial statements as of December 31, 2016 and December 31,
2015, and for each of the three years ended December 31, 2016 included in the Company's Annual Report on
Form 20-F for the year ended December 31, 2016 filed with the SEC on March 15, 2017, which we refer to as
the "2016 Annual Report," and which are incorporated by reference in this offering memorandum, have 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 Company's unaudited condensed consolidated interim financial statements as of June 30, 2017 and
June 30, 2016, and for the six-month periods ended June 30, 2017 and June 30, 2016 included elsewhere in this
offering memorandum, which we refer to as the "2017 Interim Financial Information," have been presented in
Brazilian reais and prepared in accordance with IFRS International Accounting Standard 34, Interim Financial
Reporting, as issued by the IASB. Convenience translations from the amounts presented in Brazilian reais (R$)
to dollars (US$) are provided throughout this document applying the exchange rate in effect as of the end of
June 2017 of R$3.3082 per dollar, as presented in the section "Exchange Rates". Convenience translations from
amounts presented in Mexican pesos to dollars are provided through this document taking into consideration the
applicable exchange rate as of June 30, 2017.
Gerdau's operations are located in Argentina, Brazil, Canada, Chile, Colombia, Dominican Republic,
India, Mexico, Peru, the United States, Uruguay and Venezuela. The functional currency of an entity is the
currency of the primary economic environment where it operates. The consolidated financial statements of the
Company are presented in reais, which is both the functional and reporting currency of the Company. For
purposes of preparing the Company's consolidated financial statements, the balances of each subsidiary of the
Company are converted into Brazilian reais. The results of operations and financial position of all subsidiaries
included in the consolidated financial statements, along with equity investments, which have functional
currencies different from the Company's reporting currency are translated into the reporting currency as
follows:
asset and liability balances are translated at the exchange rate in effect at the balance sheet date;
income and expenses are translated using the average monthly exchange rates for the year; and
translation gains and losses resulting from the above methodology are recognized in the statement of
comprehensive income under the line item "Other reserves--Cumulative translation adjustment"; and
the amounts presented in the statement of cash flows are derived from the changes in assets and
liabilities and income and expenses translated into reais pursuant to the same method.
All references in this offering memorandum to "real," "reais" or "R$" are to the currency of Brazil.
All references in this offering memorandum to "U.S. dollars," "dollars" or "US$" are to the currency of the
United States of America. The references in this offering memorandum 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
"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 divisions in North and Latin
America (except Brazil) are aimed at their respective local markets.

The Company operates through the following business divisions:
iv



Brazil BD (Brazil Business Division) -- includes all operations in Brazil (excluding special

steel);

North America BD (North America Business Division) -- includes all operations in North

America (Canada, United States and Mexico), except special steels, in addition to associate
and jointly-controlled entities, both of which are located in Mexico;

South America BD (South America Business Division) -- includes all operations in South

America (Argentina, Chile, Peru, Uruguay and Venezuela), except the operations in Brazil, in
addition to the jointly-controlled entities in Colombia and the Dominican Republic; and

Special Steel BD (Special Steel Business Division) -- includes the special steel operations in

Brazil, the United States and India.
Installed Capacity and Shipments
As used in this offering memorandum:
"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, South America, North America and Europe/Asia, excluding the
Company's joint ventures and associate companies.
Non-GAAP Financial Measures
A body of generally accepted accounting principles is commonly referred to as "GAAP." A non-GAAP
financial measure is generally defined as one that purports to measure historical or future financial performance,
financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most
comparable IFRS measure. We present "EBITDA", "Adjusted EBITDA" and "Net Debt" in this offering
memorandum, which are non-GAAP financial measures. We define EBITDA to mean net income for the period
after adding back or subtracting, as the case may be: (1) financial results (Financial income, Financial Expenses,
Exchange variations, net and Gains and losses on financial instruments, net); (2) income and social contribution
taxes; and (3) depreciation and amortization, in each case as determined in accordance with IFRS. We define
Adjusted EBITDA to mean: net income, plus financial results, income and social contribution taxes,
depreciation and amortization, impairment of assets, results in operations with subsidiaries, reversal of
contingent liabilities, net, equity in earnings of unconsolidated companies and proportional EBITDA of
associate and jointly-controlled entities. We define Net Debt as total debt less short-term investments, restricted
cash, cash and cash equivalents. In managing our business, we rely on Adjusted EBITDA as a means of
assessing our operating performance. We believe that Adjusted EBITDA enhances the understanding of our
financial performance and our ability to satisfy principal and interest obligations with respect to our
indebtedness as well as to fund capital expenditures and working capital requirements. We also believe
EBITDA, Adjusted EBITDA and Net Debt are useful bases for comparing our results with those of other
companies because it presents results of operations on a basis unaffected by capital structure and taxes. EBITDA
is a well recognized performance measurement in the steel industry that is frequently used by investors,
securities analysts and other interested parties in comparing the operating performance of companies in our
industry. EBITDA, Adjusted EBITDA and Net Debt, however, are not measures of financial performance under
IFRS and should not be viewed in isolation nor considered as alternatives to net income, short-term debt or
long-term debt, as measures of operating performance or to cash flows from operating activities as a measure of
liquidity. EBITDA, Adjusted EBITDA and Net Debt have material limitations that impair their value as
measures of our overall profitability since they do not address certain ongoing costs of our business that could
significantly affect profitability, such as financial results, impairment, depreciation and amortization, among
others. Our calculations of EBITDA, Adjusted EBITDA and Net Debt may not be comparable to other
v


companies' calculation of similarly titled measures. Adjusted EBITDA, in particular, may not be consistent with
other companies' calculations and should not be used as an alternative to evaluation of our results presented in
accordance with IFRS. For a reconciliation of EBITDA and Adjusted EBITDA to consolidated net income
under IFRS, see "Summary Financial and Other Information of Gerdau."
Rounding
The Company has made rounding adjustments to reach some of the figures included in this offering
memorandum. 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 offering memorandum 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 World Steel Association, which we refer to as
"Worldsteel," the Brazilian Steel Institute (Instituto Aço Brasil), which we refer to as "IABr," the American Iron
and Steel Institute, which we refer to as "AISI," 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 the information or these
reports is 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.
vi


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 2016 Annual Report, which has been previously filed with the SEC, is incorporated by
reference herein, and will be published on the website of the Luxembourg Stock Exchange.
You may request a copy of the Company's 2016 Annual Report, at no cost, by contacting Gerdau S.A.
at the number or address specified below.
________________
Gerdau's principal executive office, as well as that for the other Guarantors, is at Av. Farrapos, 1811,
Porto Alegre, Rio Grande do Sul, Brazil, and the telephone number at this address is +55 (51) 3323-2000.
vii


FORWARD-LOOKING STATEMENTS
This offering memorandum 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;
prices 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 2016 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.
viii



SUMMARY
This summary highlights information presented in greater detail included elsewhere in this offering memorandum or
incorporated by reference herein. 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 offering memorandum before investing,
including "Risk Factors," the Company's consolidated financial statements included in its 2016 Annual Report, the
Company's 2017 Interim Financial Information and each other document 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 IABr, 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 Worldsteel as
the world's 18th largest steel producer based on its consolidated crude steel production in 2016 (last information
available).
Gerdau operates steel mills that produce steel in blast furnaces (BOF) and in electric arc furnaces (EAF). In
Brazil, it operates three 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 41 steel producing facilities globally, including
joint ventures and associate companies. The joint ventures are Bradley Steel Processors and MRM Guide Rail in
Canada, Gerdau Corsa S.A.P.I. de C.V. in Mexico, Gerdau Metaldom Corp in the Dominican Republic, Diaco S.A.
in Colombia and Gerdau Summit Aços Fundidos e Forjados in Brazil. The associate companies are Corsa
Controladora in Mexico and Dona Francisca Energética S.A.
As of June 30, 2017, total consolidated installed annual capacity, excluding the Company's investments in
joint ventures and associate companies, was 25.5 million tonnes of crude steel and 21.1 million tonnes of rolled steel
products. In the same period, the Company had total consolidated assets of R$54.2 billion and shareholders' equity
(including non-controlling interests) of R$25.3 billion. In the first half of 2017, consolidated net sales were R$17.6
billion and total consolidated net income (including non-controlling interests) was R$0.9 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 rebars, wire rods, structural bars, hot rolled coils and heavy plates;
finished products for the consumer goods industry, such as commercial rolled steel bars, light shapes and mesh 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 portion of Gerdau's steel production assets are located outside Brazil, particularly in the
United States and Canada, as well as in Latin America 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
17 steel production units in the United States, Canada and Mexico, and believes that it is one of the market leaders in
North America in terms of production of certain long steel products, such as rebars, wire rods, commercial rolled
steel bars and beams.
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, which covers amounts up to approximately US$4.9 billion (as of April 2017), including material damage to
installations (US$4.5 billion) and losses of gross revenues (US$432.9 million), 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, 2018. The Company's
mini-mills are also covered under insurance policies which insure against certain operational losses resulting from
business interruptions.
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