Item 1.01. Entry into a Material Definitive Agreement.
On
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
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.
The Indenture contains covenants that, among other things, limit the Company's ability and the ability of its Restricted Subsidiaries (as defined in the Fourth Supplemental Indenture) to secure indebtedness with a security interest on certain property or stock or to engage in certain sale and leaseback transactions with respect to certain properties. Each series of the Notes is a new issue of securities with no established trading market. The Company does not intend to apply for the listing of either series of the Notes on any securities exchange or for quotation of such Notes on any automated dealer quotation system.
The 2032 Notes will mature on
At any time prior to
--------------------------------------------------------------------------------
matured on the applicable Par Call Date (as defined in the Fourth Supplemental Indenture)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus the applicable premium specified in the Fourth Supplemental Indenture, in each case less (b) interest accrued to, but excluding, the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after
In addition, upon a Change of Control Triggering Event (as defined in the Fourth
Supplemental Indenture), holders of the Notes may require the Company to
repurchase all or any part (equal to
The disclosure required by this Item 2.03 and included in Item 1.01 above is
incorporated by reference. The foregoing summaries of documents described above
do not purport to be complete and the description of the Notes incorporated
herein is qualified in its entirety by reference to the (i) Original Indenture,
a copy of which is filed as Exhibit 4.3 to the Registration Statement on
Form S-3 filed
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 4.1 Indenture, dated as ofAugust 19, 2014 , betweenNucor Corporation andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filedAugust 20, 2014 (File No. 333-198263)) 4.2 Fourth Supplemental Indenture, dated as ofMarch 11, 2022 , betweenNucor Corporation andU.S. Bank Trust Company, National Association , as trustee 4.3 Form of 3.125% Notes due 2032 (included in Exhibit 4.2) 4.4 Form of 3.850% Notes due 2052 (included in Exhibit 4.2) 5.1 Opinion ofMoore & Van Allen PLLC 23.1 Consent ofMoore & Van Allen PLLC (included in Exhibit 5.1) 104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source