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News Release | | |
Nucor Announces Early Tender Results of Previously Announced Private Exchange Offers
(Continued)
validly tendered Existing Notes of a series having a particular Acceptance Priority Level, Nucor will allocate such available New Notes Issuance Limit among the aggregate principal amount of the validly tendered Existing Notes of such series on a pro rata basis, and any series of validly tendered Existing Notes having a lower Acceptance Priority Level than at which proration occurs will not be accepted for exchange. All Existing Notes validly tendered for exchange at or prior to the Early Participation Deadline and which have not been validly withdrawn will have priority over Existing Notes that are tendered for exchange after the Early Participation Deadline, regardless of Acceptance Priority Levels.
The withdrawal deadline, which was 5:00 p.m., New York City time, on December 2, 2020, for the Exchange Offers has passed. In accordance with the terms of the Exchange Offers, tendered Existing Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The Exchange Offers will expire at 11:59 p.m., New York City time, on December 16, 2020, unless extended by Nucor (such date and time, as it may be extended, the “Expiration Date”). The pricing terms for the Exchange Offers are scheduled to be determined at 10:00 a.m., New York City time, on December 3, 2020.
The completion of each Exchange Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offering Memorandum, including the absence of certain adverse legal and market developments. The complete terms of the Exchange Offers are described in the Offering Documents. Subject to applicable law, Nucor may amend, extend or terminate each Exchange Offer individually at any time prior to the Expiration Date.
If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Accordingly, the New Notes may not be offered or sold in the United States or to any U.S. persons absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state securities laws. Nucor will enter into a registration rights agreement with respect to the New Notes providing for certain registration rights with respect to the New Notes as described in the Offering Memorandum.
This news release is not an offer to sell, or a solicitation of an offer to buy, any security. The Exchange Offers are being made solely by the Offering Documents and only to such persons and in such jurisdictions as is permitted under applicable law.
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Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211
Phone 704-366-7000 Fax 704-362-4208 www.nucor.com