UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 15, 2025, Commercial Metals Company (the “Company”) consummated the transactions contemplated by the previously disclosed Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 15, 2025, with the equityholders of the Foley Companies (defined below), The Concrete Company, OCM SSF II Foley Holdings, L.P., FPC Holdco, LLC (“Holdco”) and OCM SSF II Foley Blocker, LLC (“Oaktree Blocker” and, together with Holdco, the “Foley Companies”).
Pursuant to the terms and conditions of the Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “Acquisition”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the Company’s issuance of $1.0 billion of 5.750% senior unsecured notes due November 2033 and $1.0 billion of 6.000% senior unsecured notes due December 2035 (such transaction, the “Notes Offering”), the gross proceeds of which were deposited into an escrow account at the closing of the Notes Offering and were subsequently released in connection with the closing of the Acquisition.
The material terms of the Purchase Agreement and a description of the Acquisition were reported in Item 1.01 of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2025 and are incorporated herein by reference. The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2025 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On December 15, 2025, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events |
As previously disclosed, on October 15, 2025, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. and Citigroup Global Markets Inc. (“Citi”), pursuant to which, subject to the terms and conditions set forth therein, Bank of America and Citi agreed to provide the Company (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Loan Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million, which was subsequently eliminated in connection with the amendment and restatement of the Commitment Letter on October 31, 2025. In connection with the completion of the Notes Offering, the remaining commitments under the Bridge Loan Facility were reduced to zero. Upon closing of the Acquisition, the Commitment Letter terminated, effective as of December 15, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The Company intends to file the financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 of this Current Report by amendment to this Current Report as soon as practicable and, in any event, not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(d) Exhibits
| † | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 15, 2025
| COMMERCIAL METALS COMPANY | ||
| By: | /s/ Paul J. Lawrence | |
| Name: | Paul J. Lawrence | |
| Title: | Senior Vice President and Chief Financial Officer | |