SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2021
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
1915 Rexford Road
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.40 per share
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
of the Securities Exchange Act of 1934
of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 5, 2021, Nucor Insulated Panel Group Inc and Vulcraft Canada Inc., wholly-owned subsidiaries of Nucor Corporation (“Nucor”), entered into a definitive Securities Purchase Agreement (the “Purchase Agreement”) with Cornerstone Building Brands, Inc. (“Seller”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Nucor, through its subsidiaries, will acquire (i) all of the equity interests of Iguana NewCo, LLC (the “Acquired Business”) and (ii) certain Canadian assets, which together constitute the Seller’s single-component and foam-core insulated metal panels business (the “Acquisition”). The consideration for the Acquisition is approximately $1.0 billion in cash payable at the closing of the Acquisition, subject to certain adjustments for the working capital, transaction expenses, cash and indebtedness of the Acquired Business.
The parties to the Purchase Agreement have agreed to representations, warranties and covenants that are customary for transactions of this nature and the Acquisition is subject to certain customary closing conditions, including the approval of applicable regulatory agencies. Nucor has obtained customary representations and warranties insurance and is providing a parent guarantee for certain obligations of its subsidiaries under the Purchase Agreement.
The foregoing summary of certain terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, copies of which will be filed as exhibits to the Nucor’s Quarterly Report on Form
for the quarter ending July 3, 2021.
A copy of the press release issued by Nucor on June 7, 2021 announcing the Acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
News Release of Nucor Corporation dated June 7, 2021
Cover Page from this Current Report on Form
formatted in Inline XBRL (included in Exhibit 101)
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: June 9, 2021
James D. Frias
Chief Financial Officer, Treasurer and Executive Vice President
The above information was disclosed in a filing to the SEC. To see the filing, click here.
To receive a free e-mail notification whenever Nucor Corporation makes a similar move, sign up!
Other recent filings from the company include the following:
Nucor Corporation director just picked up 1,262 shares - June 3, 2022
Nucor Corporation's EVP and Special Advisor to CEO just picked up 7,875 shares - June 3, 2022
Nucor Corporation's Executive Vice President just picked up 2,246 shares - June 3, 2022
Nucor Corporation's Executive Vice President just picked up 19,143 shares - June 3, 2022
Nucor Corporation's Vice Pres. and Corp. Contro just picked up 424 shares - June 3, 2022