Obligation GerdauCorp 4.25% ( USU4034GAA14 ) en USD

GerdauCorp

97.25 % ▲

Bresil

USU4034GAA14 ( en USD )

4.25% par an ( paiement semestriel )

20/01/2030

Prospectus brochure de l'obligation Gerdau USU4034GAA14 en USD 4.25%, échéance 20/01/2030

200 000 USD

500 000 000 USD

U4034GAA1

BBB- ( Qualité moyenne inférieure )

N/A

21/01/2026 ( Dans 171 jours )

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

Cet article se propose de détailler les caractéristiques d'une obligation émise par Gerdau, un géant brésilien de l'industrie sidérurgique mondiale, reconnu pour sa production diversifiée d'acier et ses opérations minières, dont la présence significative en Amérique latine et du Nord en fait un acteur économique et financier de premier plan. L'instrument en question, de type obligataire, est identifié par le code ISIN USU4034GAA14 et le code CUSIP U4034GAA1, avec le Brésil comme pays d'émission. Libellée en dollars américains (USD), cette obligation affiche actuellement un prix de 97.25% de sa valeur nominale sur le marché secondaire. Elle propose un taux d'intérêt nominal de 4.25% et représente une taille totale d'émission de 500 000 000 USD, avec un lot minimal d'acquisition fixé à 200 000 USD. Sa maturité est prévue pour le 20 janvier 2030, et les paiements d'intérêts sont effectués avec une fréquence semestrielle (deux fois par an). La qualité de crédit de cette obligation est notée BBB- par l'agence Standard & Poor's (S&P), la positionnant ainsi dans la catégorie d'investissement.

OFFERING MEMORANDUM
US$500,000,000
GUSAP III LP
(a Delaware limited partnership)
4.250% Bonds Due 2030
Unconditionally and irrevocably guaranteed by
Gerdau S.A.
Gerdau Açominas S.A.
Gerdau Aços Longos S.A.
(Each incorporated in the Federative Republic of Brazil)
GUSAP III LP, which we refer to as the "Issuer", is offering US$500,000,000 aggregate principal amount of its 4.250% guaranteed bonds, which
we refer to as the "bonds." The bonds will initially be sold to investors at a price equal to 98.973% of the principal amount thereof. Interest on the
bonds will accrue at a rate of 4.250% per year and will be payable semi-annually in arrears on January 21 and July 21 of each year, commencing
on July 21, 2020.
The bonds will mature on January 21, 2030. 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 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., and Gerdau Aços Longos S.A., which, collectively, we refer
to as 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 ranking of the bonds and the guarantees is more fully described in ``Description of the Bonds--Ranking."
Application will be 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 "Item 3D. Risk Factors" in our Annual Report on Form 20-F for the year ended December 31,
2018, as filed with the SEC on March 29, 2019, incorporated by reference in this offering memorandum, and "Risk Factors" beginning
on page 15 of this offering memorandum for a discussion of certain risks that you should consider in connection with an investment in
the bonds.
_________________________________________
Price: 98.973% plus accrued interest, if any, from November 21, 2019
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 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
U.S. state securities laws. Accordingly, the bonds are being 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 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, 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 will be 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 or about November 21, 2019.
Joint Book-Running Managers

BofA Securities Bradesco BBI Mizuho Securities
The date of this Offering Memorandum is December 27, 2019.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses
for securities dated July 16, 2019.

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 .....................................................................................................................33
FORM OF BONDS ............................................................................................................................................52
TAXATION .......................................................................................................................................................55
EUROPEAN UNION DIRECTIVE ON TAXATION OF SAVINGS INCOME ..............................................61
ERISA AND CERTAIN OTHER CONSIDERATIONS ...................................................................................62
NOTICE TO INVESTORS ................................................................................................................................64
ENFORCEMENT OF CIVIL LIABILITIES .....................................................................................................66
PLAN OF DISTRIBUTION...............................................................................................................................67
LEGAL MATTERS ...........................................................................................................................................73
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..................................................................73
LISTING AND GENERAL INFORMATION...................................................................................................74
You should rely only on the information contained in this offering memorandum. Neither the
Company, the Issuer nor the initial purchasers have authorized anyone to provide you with different
information or to represent anything not contained or incorporated by reference in this offering
memorandum. This document may only be used where it is legal to sell the bonds. 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 GUSAP III LP, a Delaware limited partnership, (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 (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 BofA Securities, Inc., Banco
Bradesco BBI S.A. and Mizuho Securities USA LLC.
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 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 and warranties described under "Notice to
Investors."
The Company and the Issuer 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 named herein or any of their agents 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, present or future. The initial purchasers accept
no responsibility in relation to the information contained or incorporated by reference 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. 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.
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the bonds or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling
ii

the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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."
iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Company's audited consolidated financial statements as of December 31, 2018 and December 31,
2017, and for each of the three years ended December 31, 2018 included in the Company's Annual Report on
Form 20-F for the year ended December 31, 2018 filed with the SEC on March 29, 2019, which we refer to as the
"2018 20-F," 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 September 30, 2019
and September 30, 2018, and for the three and nine-month periods ended September 30, 2019 and September 30,
2018 included in the Company's quarterly report on Form 6-K filed with the SEC on October 30, 2019, which we
refer to as the "2019 Condensed Consolidated Interim Financial Statements," have been presented in Brazilian
reais and prepared in accordance with 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 September 30, 2019 of R$4.1644
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 September 30, 2019.
Gerdau's operations are located in Argentina, Brazil, Canada, Colombia, Dominican Republic, 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, except for Venezuela:

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.
Venezuela is considered a hyperinflationary economy and, for this reason, the financial statements of the
Company's subsidiary located in this country have been adjusted so that the amounts are stated in the measurement
currency unit as of the end of the year, which considers the effects measured by the IPC - Índice de Preços ao
Consumidor (Consumer Price Index) of Venezuela. The exchange rate used to translate the Venezuela subsidiary
financial statements from local currency (Sovereign Bolivar in 2018 and Strong Bolivar in 2017) to Real considers
the local exchange rate known as SIMADI (Sistema Marginal de Divisas), which is used in conversions from
Strong Bolivar to U.S. dollars as a reference to local currency translation into Real.
In July 2018, considering that the accumulated inflation in the last three years in Argentina was over
100%, the application of the Financial Reporting in Hyperinflationary Economies (IAS 29) is now required. In
accordance with IAS 29, non-monetary assets and liabilities, Equity and the statement of income of subsidiaries
operating in highly inflationary economies are adjusted by the change in the Consumer price index of the currency.
As a result of that, the Company applied the concepts of IAS 29 to its subsidiaries in Argentina. The non-monetary
assets and liabilities recorded at historical cost and the Equity of the subsidiaries in Argentina were updated for
inflation. The statements of income for the year ended on 2017, and the respective balance sheets of the
subsidiaries in Argentina, were not restated.
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
iv

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 segments in North and Latin
America (except Brazil) are aimed at their respective local markets.
The Company manages its Business Segments as follows:
·
Brazil Business Segment - includes operations in Brazil (excluding Special Steel) and iron ore
operation in Brazil;
·
North America Business Segment - includes all operations in North America (Canada, United
States and Mexico), except special steels, in addition to associate and joint venture, both of which
are located in Mexico;
·
South America Business Segment - includes all operations in South America (Argentina, Peru,
Uruguay and Venezuela), except the operations in Brazil, in addition to the joint ventures in the
Dominican Republic and Colombia; and
·
Special Steel Business Segment - includes the special steel operations in Brazil and the United
States.
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", "Total Debt", "Net Debt" and
"Working Capital" 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: (1) financial results (Financial income,
Financial Expenses, Bond Repurchases Expenses, Exchange variations, net, Reversal of interest on provision for
tax liabilities, net and Gains and losses on derivative 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 non-financial assets, gains and losses on assets held for sale and sales of interest
in subsidiaries, reversal of provision for tax liabilities, net, equity method investees and proportional EBITDA of
associates and joint ventures. We define Total Debt as short-term debt plus long-term debt plus debentures in the
current and non-current liabilities. We define Net Debt as a non-GAAP measure defined as Total Debt less short-
term investments, cash and cash equivalents. We define Working Capital as the sum of the increases in trade
v

accounts receivable, decrease (increase) in inventories and (decrease) increase in trade accounts payable as shown
in the condensed consolidated statement of cash flow. 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, Total Debt, Net Debt and Working Capital 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, Total Debt, Net Debt and Working Capital, 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, Total Debt, Net Debt and
Working Capital 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, Total Debt, Net Debt and Working Capital may not be comparable to other 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. 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 2018 20-F, that has been previously filed with the SEC on March 29, 2019, is
incorporated by reference herein. The Company's 2019 Condensed Consolidated Interim Financial Statements,
filed with the SEC on October 30, 2019, are incorporated by reference herein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall 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 supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
offering memorandum. Information contained on our website is not incorporated by reference in, and shall not be
considered a part of, this offering memorandum.
You may request a copy of the Company's 2018 20-F or 2019 Condensed Consolidated Interim Financial
Statements, 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. Dra. Ruth Cardoso,
8,501 8° andar, São Paulo, São Paulo, Brazil, and the telephone number at this address is +55 (11) 3094-6300.
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 2018 20-F, 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