United States securities and exchange commission logo
June 20, 2023
Geoffrey G. Gilmore
Chief Executive Officer
Worthington Steel, Inc.
100 Old Wilson Bridge Road
Columbus, OH 43085
Re: Worthington Steel,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form 10-12B
Submitted June 9,
2023
CIK No. 0001968487
Dear Geoffrey G. Gilmore:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 10-12
Exhibit 99.1--Preliminary Information Statement
Risk Factors, page 16
1. Please tell us why your
risk factor disclosure was deleted, rather than revised, in response
to prior comment nine.
Provide sufficient information to allow us to evaluate the
adequacy of your
response, including whether and how the matters addressed by our
comment have been
resolved.
Geoffrey G. Gilmore
FirstName LastNameGeoffrey G. Gilmore
Worthington Steel, Inc.
Comapany
June NameWorthington Steel, Inc.
20, 2023
June 20,
Page 2 2023 Page 2
FirstName LastName
Business
Our Joint Ventures, page 76
2. We note your response to prior comment 12 and reissue it in part.
Please describe the
material terms of your joint venture arrangements. Describe what
obligations you have to
your partners under these arrangements, the duration of the
arrangements, and any other
material terms. In this regard, we note the reference to veto rights
on page 22.
Material U.S. Federal Income Tax Consequences of the Distribution to U.S.
Holders, page 102
3. We note your response to prior comment 16 and reissue it. Disclosure
on page 28
indicates that Worthington will undertake certain internal
restructuring transactions which
are intended to qualify as tax-free transactions, and if these fail to
qualify, you and
Worthington could be subject to additional tax liabilities.
Accordingly, please revise this
section to discuss the material tax consequences of the separation,
which will indirectly
affect shareholders. If you do not anticipate material tax
consequences, revise your
disclosure to affirmatively so state and to describe the reasons why.
General
4. We note your response to prior comment 18. Please further revise the
cross-reference
sheet to specifically incorporate by reference the questions and
answers section.
You may contact Stephany Yang at 202-551-3167 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Cathy Birkeland