| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 18, 2022, Nucor Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the sale of $500,000,000 aggregate principal amount of the Company’s 3.950% Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.300% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-246166) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2020. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, indemnification and contribution obligations and other customary terms and conditions. On May 23, 2022, the Company completed the issuance and sale of the Notes and received net proceeds, after expenses and the underwriting discount, of approximately $991.9 million.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, commercial and investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters are participants in the Company’s unsecured revolving credit facility described in the Company’s filings with the SEC. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Further, U.S. Bancorp Investments, Inc., one of the Underwriters, is an affiliate of U.S. Bank Trust Company, National Association, the trustee under the Indenture (as defined below) that governs the Notes.
The foregoing summary of the Underwriting Agreement described above does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The information set forth under Item 2.03 is incorporated into this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The Notes are governed by, and the Company issued the Notes pursuant to, the terms of an indenture, dated as of August 19, 2014 (the “Original Indenture”), as amended or supplemented by a first supplemental indenture, dated as of April 26, 2018, as further amended or supplemented by a second supplemental indenture, dated as of May 22, 2020, as further amended or supplemented by a third supplemental indenture, dated as of December 7, 2020, as further amended or supplemented by a fourth supplemental indenture, dated as of March 11, 2022, and as further amended or supplemented by a fifth supplemental indenture, dated as of May 23, 2022 (the “Fifth Supplemental Indenture”), in each case, between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) (collectively, the “Indenture”).
The Notes are the Company’s senior unsecured obligations and rank equally with the Company’s existing and future senior unsecured indebtedness. The Notes will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries.
