Obligation GerdauCorp 7.25% ( USG2440JAE58 ) en USD

GerdauCorp

100 % ⇌

Bresil

USG2440JAE58 ( en USD )

7.25% par an ( paiement semestriel )

20/10/2017 - Obligation échue

Prospectus brochure de l'obligation Gerdau USG2440JAE58 en USD 7.25%, échue

100 000 USD

1 500 000 000 USD

G2440JAE5

Gerdau est une entreprise sidérurgique brésilienne multinationale produisant de l'acier long et des produits connexes pour la construction, l'industrie et l'agriculture.

L'Obligation émise par GerdauCorp ( Bresil ) , en USD, avec le code ISIN USG2440JAE58, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/10/2017

L'Obligation émise par GerdauCorp ( Bresil ) , en USD, avec le code ISIN USG2440JAE58, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par GerdauCorp ( Bresil ) , en USD, avec le code ISIN USG2440JAE58, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
GTL TRADE FINANCE INC.
(Incorporated with limited liability in the British Virgin Islands)
US$500,000,000 7.25% Bonds Due 2017
Unconditionally and irrevocably guaranteed by
Gerdau S.A.
Gerdau Açominas S.A.
Gerdau Aços Longos S.A.
Gerdau Aços Especiais S.A.
Gerdau Comercial de Aços S.A.
Interest payable on April 20 and October 20
Issue Price: 102.5654%, plus accrued interest
GTL Trade Finance Inc., or the Issuer, is offering US$500,000,000 aggregate principal amount of its 7.25% guaranteed bonds, or
the bonds. The bonds will initially be sold to investors at a price equal to 102.5654% of the principal amount thereof, plus
accrued interest, totaling US$2,315,972.22 (or US$4.63 per US$1,000 principal amount of bonds offered hereby), from April 20,
2008 to, but not including, May 13, 2008, the date the Issuer expects to deliver the bonds, and additional interest, if any, from
May 13, 2008. Interest on the bonds will accrue at a rate of 7.25% per year and will be payable semi-annually in arrears on April
20 and October 20 of each year, commencing on October 20, 2008.
The bonds offered hereby constitute a further issuance of, and will be consolidated to form a single series with, the Issuer's
US$1,000,000,000 outstanding 7.25% bonds due 2017 issued on October 22, 2007 (the "existing bonds"). The bonds sold
pursuant to Rule 144A under the Securities Act of 1933, as amended, will be fungible with the existing bonds held in the
Restricted Global Bond (as defined herein) from the closing date. After the 40th day following the date of delivery of the bonds,
the bonds sold pursuant to Regulation S will be fungible with existing bonds currently held through the Regulation S Global
Bond (as defined herein). During such 40-day period, bonds sold pursuant to Regulation S will have temporary CUSIP numbers,
ISIN and common codes. Together with the outstanding existing bonds, the total principal amount of the series of bonds will be
US$1,500,000,000.
The bonds will mature on October 20, 2017. The Issuer may, at its option, redeem the bonds, in whole but not in part, at 100%
of their principal amount plus accrued interest at any time upon the occurrence of specified events relating to applicable tax law,
as described under "Description of the Bonds--Early Redemption." 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., or the Company, and its
majority-owned Brazilian subsidiaries Gerdau Açominas S.A., Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and
Gerdau Comercial de Aços S.A., or, collectively, the Guarantors.
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 will rank pari passu with all unsecured and
unsubordinated obligations of each of the Guarantors.
The existing bonds are currently listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the
Euro MTF Market. Application has been made to list the bonds on the Official List of the Luxembourg Stock Exchange and to
trade on the Euro MTF Market. See "Listing and General Information." This offering memorandum constitutes a prospectus
for the purpose of the Luxembourg law dated July 10, 2005 on prospectuses for securities.
_______________
Investing in the bonds involves risks. See "Risk Factors" beginning on page 16 for a discussion of certain information that you
should consider before investing in the bonds.
_______________
The bonds and the guarantees of the bonds have not been and will not be registered under the Securities Act of 1933, as
amended, or the Securities Act, or under any state securities laws. Therefore, the bonds may not be 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 are being offered and sold (1) to
qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (2) to non-U.S. persons 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 is made to persons within the European Economic Area, it shall
exclusively be made to "qualified investors" within the meaning of EU Directive 2003/71/EC, or 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. Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear
System, on May 13, 2008.
Joint Bookrunners and Lead Managers
ABN AMRO Incorporated
HSBC
JPMorgan
June 10, 2008

You should rely only on the information contained in this offering memorandum. Neither the
Company nor the Issuer has authorized anyone to provide you with different information. The initial
purchasers are not and the Company and the Issuer are not making any offer of the bonds in any jurisdiction
where such 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.
_______________
TABLE OF CONTENTS
Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .......................................................................iv
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE .........................v
FORWARD-LOOKING STATEMENTS...................................................................................................................vii
SUMMARY ..................................................................................................................................................................1
SUMMARY OF THE OFFERING .............................................................................................................................10
SUMMARY FINANCIAL AND OTHER INFORMATION OF GERDAU..............................................................14
RISK FACTORS .........................................................................................................................................................16
USE OF PROCEEDS ..................................................................................................................................................23
EXCHANGE RATES..................................................................................................................................................24
CAPITALIZATION OF GERDAU ............................................................................................................................25
SUMMARY FINANCIAL AND OTHER INFORMATION OF GERDAU..............................................................26
UNAUDITED PRO FORMA FINANCIAL INFORMATION...................................................................................28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .....................................................................................................................................................33
RECENT DEVELOPMENTS .....................................................................................................................................58
THE STEEL INDUSTRY ...........................................................................................................................................60
BUSINESS OF GERDAU...........................................................................................................................................67
MANAGEMENT ......................................................................................................................................................105
OWNERSHIP AND CAPITAL STRUCTURE ........................................................................................................113
RELATED-PARTY TRANSACTIONS ...................................................................................................................114
DESCRIPTION OF THE BONDS............................................................................................................................115
FORM OF BONDS ...................................................................................................................................................133
TAXATION ..............................................................................................................................................................137
ERISA AND CERTAIN OTHER CONSIDERATIONS ..........................................................................................142
EUROPEAN UNION DIRECTIVE ON TAXATION OF SAVINGS INCOME .....................................................144
NOTICE TO INVESTORS .......................................................................................................................................145
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................................148
PLAN OF DISTRIBUTION......................................................................................................................................150
LEGAL MATTERS ..................................................................................................................................................153
INDEPENDENT ACCOUNTANTS.........................................................................................................................153
LISTING AND GENERAL INFORMATION..........................................................................................................153
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS................................................................................155
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
(i) "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, or Brazil, and its consolidated subsidiaries, (iii) "Açominas"
refer to Aço Minas Gerais S.A. Açominas prior to November 2003, whose business was to operate the Ouro
Branco steel mill until November 2003, when the same company underwent a corporate reorganization, receiving all
of the Company's Brazilian operating assets and liabilities and being renamed Gerdau Açominas S.A., (iv) "Gerdau
Açominas" refers to Gerdau Açominas S.A. after November 2003 and to Açominas before such date; (v) the
i

"Guarantors" refer to Gerdau S.A., Gerdau Açominas S.A. after the restructuring effected on July 29, 2005,
Gerdau Aços Longos S.A., or Gerdau Aços Longos, Gerdau Aços Especiais S.A., or Gerdau Aços Especiais and
Gerdau Comercial de Aços S.A., or Comercial Gerdau and (vi) "Gerdau Ameristeel" refer to Gerdau Ameristeel
Corp., a corporation organized under the laws of the Province of Ontario, Canada, and a majority-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 offering memorandum.
You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
In the U.S. the Company and the Issuer have submitted this offering memorandum to a limited number
of investors so that they can consider investing in the bonds as permitted by Rule 144A under the Securities Act.
This offering memorandum may only be used for the purpose for which it was published. The Company and the
Issuer have not authorized its use for any other purpose in the U.S. or elsewhere. It may be distributed and its
contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this
offering memorandum, you agree to these restrictions, as well as the acknowledgements, representations,
warranties and agreements described under "Notice to Investors."
The Company and the Issuer, having made all reasonable inquiries, confirm that 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.
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 International Iron and Steel Institute, or IISI,
Brazilian Steel Institute Instituto Brasileiro de Siderurgia, or the IBS, American Iron and Steel Institute, or
AISI, and the Commodities Research Unit, or 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, market size or market growth data provided by
third parties or by industry or general publications.
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 at all. 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 discontinued 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.
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.
ii

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, or 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.
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) investment professionals falling within Article 19(5) of the
Financial Services and Market Act 2000 (Financial Promotion) Order 2005, or the Order, (3) high net worth entities,
and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order, and
(4) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Market Act 2000) in connection with the issue or sale of the bonds may
lawfully be communicated or caused to be communicated, (all such persons together being referred to as relevant
persons). The bonds are only available 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 who is not a relevant person should
not act or rely on this document or any of its contents. See "Plan of Distribution."
The bonds are subject to restrictions on resale and transfer as described under "Notice to Investors." By
purchasing bonds, purchasers will be deemed to have represented, acknowledged and agreed to all the provisions
contained in that section of this offering memorandum. Purchasers may be required to bear the financial risks of
investing in the bonds for an indefinite period of time.
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 OF THE NEW HAMPSHIRE REVISED STATUTES
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 OF NEW HAMPSHIRE 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 OF NEW HAMPSHIRE 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 consolidated financial statements as of December 31, 2006, and for the years ended
December 31, 2006 and 2005, included in this offering memorandum have been audited by PricewaterhouseCoopers
Auditores Independentes, independent accountants as stated in their report appearing herein. The consolidated
financial statements of the Company as of December 31, 2007 and for the year ended December 31, 2007, included
in this offering memorandum, have been audited by Deloitte Touche Tohmatsu Auditores Independentes,
independent accountants, as stated in their report appearing herein. The consolidated financial statements of
Chaparral Steel Company as of May 31, 2007 and 2006 and for each of the three years ended May 31, 2007 included
in the Company's Form 6-K dated April 11, 2008, and incorporated by reference in this offering memorandum have
been audited by Ernst & Young LLP, independent registered public accountants, as set forth in their report included
therein and incorporated herein by reference.
As described more fully in Note 2.5 to the Company's audited consolidated financial statements as of
December 31, 2007 and 2006, and for the years ended December 31, 2007, 2006 and 2005, the U.S. dollar amounts
have been translated following the criteria established in Statement of Financial Accounting Standards ("SFAS")
No. 52, "Foreign Currency Translation," from the financial statements expressed in the local currency of the
countries where the Company and each of its subsidiaries operate.
Gerdau's subsidiaries' operations are located in Argentina, Brazil, Canada, Chile, Colombia, Peru, Spain,
Uruguay, the United States and more recently in Mexico, the Dominican Republic, India and Venezuela. The local
currency of those subsidiaries located outside of Brazil is the functional currency for those operations. Its
subsidiaries' financial statements, except for those of the subsidiaries located in the United States, which already
prepare their financial statements in U.S. dollars, are translated from their respective functional currency into U.S.
dollars. Assets and liabilities are translated at the exchange rate in effect at the end of each year. 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 other comprehensive loss" within shareholders' equity. Gains and losses on foreign-
currency denominated transactions are included in the consolidated statement of income.
The Company's
acquisitions completed in 2007 are reflected in the consolidated financial statements as from the respective date of
acquisition. See also the section titled, "Unaudited Pro Forma Financial Information."
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.
Installed Capacity and Sales Volume
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, Latin America, North America and Europe, excluding the Company's
joint ventures.
iv

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.
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
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 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, or the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder. The Issuer does not currently intend to request an exemption from the reporting requirements of the
Exchange Act as provided by 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
Each of Gerdau S.A. and Gerdau Ameristeel Corporation 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 foreign private issuers, Gerdau S.A. and Gerdau Ameristeel are exempt from the Exchange Act
rules regarding the provision and control of proxy statements and regarding short-swing profit reporting and
liability. Under a multi-jurisdictional disclosure system adopted by the U.S. and Canada, Gerdau Ameristeel may
generally prepare these reports and other information in accordance with the disclosure requirements of Canada,
which are different from those of the U.S. 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. and Gerdau Ameristeel file materials with, and furnish 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, proxy statements 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.
The Company's Annual Report on Form 20-F for the year ended December 31, 2007 was filed with the
SEC on April 11, 2008, and Gerdau Ameristeel's Annual Report on Form 40-F for the year ended December 31,
2007 was filed with the SEC on March 25, 2008. However, those Annual Reports are not incorporated by reference
herein and should not be considered a part of this offering memorandum.
Since September 2007 the Company has begun preparing and publishing financial results in accordance
with International Financial Reporting Standards, as issued by the International Accounting Standards Board, or
IFRS. The Company believes that publishing its financial results in accordance with IFRS will allow for investors
and other market participants to make meaningful comparisons of the Company's results with those of other major
steel producers worldwide and intends that investors, including investors in its international placed debt securities
such as the Bonds being offered hereby, to consider the Company's IFRS financial statements in making investment
decisions going forward.
The Company is incorporating by reference herein information that it subsequently files with or furnishes
to the SEC, which means that it is disclosing important information to you in those documents.
The information incorporated that it subsequently files with the SEC will automatically update and
supersede information in this offering memorandum and in the Company's other reports with the SEC. The
Company is incorporating by reference its report on Form 6-K filed with the SEC on April 11, 2008 containing
financial information for Chaparral Steel as of May 31, 2007 and 2006 and for each of the three years ended May
31, 2007, which the Company has already filed with or furnished to the SEC, the Company's financial statements
for the quarter ended March 31, 2008, prepared in accordance with IFRS, which are expected to be filed with, or
made available at, www.cvm.gov.br on or about May 12, 2008 and are expected to be filed with the SEC shortly
v

thereafter, and any future filings the Company makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the completion of the distribution of the bonds.
Any statement contained in this offering memorandum, or in a document all or a portion of which is
incorporated by reference in this offering memorandum, will be deemed to be modified or superseded for purposes
of this offering memorandum to the extent that a statement contained in this offering memorandum modifies or
supercedes the statement. Any such statement or document so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this offering memorandum.
You may request a copy of these filings, at no cost, by contacting Gerdau at its principal executive office.
________________
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 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 reais 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 "Risk Factors."
The Company's forward-looking statements are not guarantees of future performance, and 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 offering memorandum. 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" and the
Company's consolidated financial statements. See "Selected Financial and Other Information of Gerdau" for
information regarding the Company's consolidated financial statements, the applicable exchange rates, definitions
of technical terms and other introductory matters.
Gerdau
Overview
According to the IBS, the Company is Brazil's largest producer of long rolled steel and, according to AISI
estimates, the second largest producer in North America based on volume produced. Gerdau has a significant market
share of the steel industry in almost all the countries where it operates and has been classified by IISI as the 14th
largest steel producer in the world based on its consolidated production of crude steel in 2006.
Gerdau operates steel mills that produce steel by direct iron-ore reduction, or DRI, in blast furnaces, or via
electric arc furnaces, or EAF. In Brazil it operates three blast furnace-operated steel mills including its largest mill,
Gerdau Açominas, an integrated steel mill located in Ouro Branco in the state of Minas Gerais. The Company
currently operates a total of 43 steel producing units in Latin America (including Brazil) and North America, as well
as a consolidated subsidiary in Spain, Corporación Sídenor, for the production of special steel, and two associated
companies: one in the Dominican Republic and another in Mexico. Gerdau also participates in two joint ventures:
one in the U.S. for the production of flat rolled steel and another recently formed venture in India. During the fiscal
year ended December 31, 2007, approximately 41.0% of all its sales volume was generated from operations in
Brazil, 40.5% from operations in the U.S. and Canada, 13.1% from Latin American operations (excluding Brazil)
and 5.4% from European operations.
As of December 31, 2007, total consolidated installed capacity, excluding the Company's investments in
joint ventures and associated, unconsolidated companies, was 24.8 million tonnes of crude steel and 21.0 million
tonnes of rolled steel products. For the fiscal year ended December 31, 2007, the Company had total consolidated
assets of US$22.97 billion, consolidated net sales of US$15.81 billion, total consolidated net income of US$1.62
billion and a shareholders' equity of US$7.00 billion.
Gerdau offers a wide array of steel products, manufactured according to an extensive variety of customer
specifications. Its product mix includes crude steel (slabs, blooms and billets) sold to rolling mills, finished products
for the construction industry, such as rods and structural bars, finished products for 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 specialty steel products utilizing advanced technology and normally with a certain
degree of customization, 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 U.S. and Canada, as well as in Latin America and Europe. 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 U.S. and Canada through its principal entity, Gerdau Ameristeel, and
believes that it is one of the market leaders in North America in terms of production of some long steel products,
such as rods, commercial rolled steel bars, extruded products and girders.
The Company's operating strategy is based on the acquisition or construction of steel mills close to its
customers and the sources of 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
produces. However in recent years, especially after acquiring the Ouro Branco plant, the Company has expanded its
exposure to the international markets and taken advantage of increased international demand and higher steel prices
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outside Brazil. The Company has a diversified list of international customers and its main export destinations
include the U.S., Taiwan, South Korea, Thailand and Latin American countries such as Argentina, the Dominican
Republic and Ecuador.
Through its subsidiaries and affiliates, the Company also engages in other activities related to the
production and sale of steel products, including reforestation and electric power generation projects.
Business Strategy
The Company's objective is to produce high-quality steel products and by-products competitively, meeting
the needs of its customers and the objectives of its stockholders and maintaining a position of prominence in the
domestic and international steel markets. The Company intends to achieve that objective by adopting the following
strategies:
Increasing presence in the global markets by means of acquisitions and organic growth
The Company intends to follow the global consolidation trend through acquisitions and organic growth.
The Company's international growth strategy is based principally on the acquisition of steel mills whose
profitability the Company believes it can increase in the short term, through the Company's management
experience, without the need for significant capital investments. In the Americas, the Company's acquisition strategy
is focused primarily on long steel products, whereas in Europe and Asia the focus has been on specialty steel
products. In the past three years ending on December 31, 2007, the Company has made 17 acquisitions, including
Chaparral Steel in the U.S. (installed capacity of 2.5 million tonnes), Corporación Sídenor and GSB Aceros in Spain
(installed capacity of 1.1 million tonnes), Siderperu in Peru (installed capacity of 540,000 tonnes) and the Feld
Group in México (installed capacity of 350,000 tonnes).
The Company also intends to continue expanding its operations organically by increasing its capacity, as
well as through production optimization projects. For example, the Company recently completed the process of
building a second blast furnace adjacent to the existing integrated steel production installations at its Ouro Branco
steel mill and installing a second continuous ingot caster at the same unit, resulting in a capacity increase in Brazil of
approximately 15.0%, to 11.4 million tonnes of crude steel per year. In the U.S. the Company installed a new steel
mill in Jacksonville, Florida, raising its production of crude steel in North America to 10.0 million tonnes per year.
At the same time that the Company intends to continue expanding its operations through acquisitions and
organic growth, it will seek to maintain its credit rating with the principal international rating agencies.
Continue maximizing proximity to the Company's customers through decentralized production
The majority of the Company's steel mills are sized and located to meet the principal needs of the local
markets, providing effective access to customers and raw materials. This strategy was developed in response to the
geographic size of Brazil, the U.S. and Canada, and the high transportation and freight costs in each of these
markets. The Company services its customers and obtains raw materials locally, thereby reducing transportation
costs and enabling the Company to deliver quality products to its customers at competitive prices. The Company's
geographic presence also allows the Company to have closer relations with its customers, adapting production to
their needs.
Maintain different sources of raw materials and achieve a high degree of vertical integration in supply of iron
ore
The Company seeks to reduce its dependency on its suppliers and reduce the possible negative impacts of
temporary shortages of specific raw materials. To do so, the Company has established commercial relations with
more than 7,000 suppliers of scrap metal throughout the world and with various suppliers of pig iron, iron ore and,
to a lesser degree, coke-producing charcoal and other raw materials.
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Obligation GerdauCorp 7.25% ( USG2440JAE58 ) en USD

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