Convertible Senior Notes Offering. Notes: 3.375% Convertible Senior Notes due 2038 Aggregate Original Principal Amount Offered: $150,000,000 Over-allotment Option: $22,500,000 Maturity Date: June 1, 2038 Interest; Accretion: 3.375% per annum, accruing from the Settlement Date (as defined below) through June 1, 2015; principal accretion at 3.375% per annum thereafter Interest Payment Dates: June 1 and December 1 of each year, beginning on December 1, 2008 and ending on June 1, 2015 Contingent Interest: Beginning with the six-month interest period commencing on June 1, 2015, if the trading price of the Notes for each of the five trading days ending on, and including, the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 130% of the accreted principal amount of the Notes, the Issuer will pay contingent interest equal to 0.40% of the average trading price of $1,000 original principal amount of the Notes during such five trading day period. Initial Price to Public: 100.0% of the principal amount of the Notes Net Proceeds, before Expenses, to Issuer after Underwriting Discount: 97.5% Conversion Premium: Approximately 40% above the Public Offering Price Per Share in the Common Stock Offering Conversion Price: Approximately $40.60 per share of Issuer’s common stock, subject to adjustment Conversion Rate: 24.6305 shares of Issuer’s common stock per $1,000 in original principal amount of Notes, subject to adjustment Last Reported Sale Price per Share of the Common Stock on the New York Stock Exchange as of May 21, 2008: $30.19
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Samples: Underwriting Agreement (EnerSys), Underwriting Agreement (EnerSys)
Convertible Senior Notes Offering. Notes: 3.3755.125% Convertible Senior Notes due 2038 2014 (the “Notes”) Aggregate Original Principal Amount Offered: $150,000,000 Over250,000,000 aggregate principal amount of Notes (excluding the underwriters’ option to purchase up to $37,500,000 of additional aggregate principal amount of Notes to cover over-allotment Optionallotments, if any) Maturity: $22,500,000 Maturity DateThe Notes will mature on June 15, 2014, subject to earlier repurchase or conversion. Annual Interest Rate: June 1, 2038 Interest; Accretion: 3.375% per annum, accruing from the Settlement Date (as defined below) through June 1, 2015; principal accretion at 3.3755.125% per annum thereafter Interest Payment and Record Dates: Interest will accrue from June 1 9, 2009, and will be payable semiannually in arrears on June 15 and December 1 15 of each year, beginning on December 15, 2009, to the person in whose name a Note is registered at the close of business on June 1 or December 1, 2008 and ending as the case may be, immediately preceding the relevant interest payment date. Public Offering Price 100.00 % $ 250,000,000 $ 287,500,000 Underwriting Discount 3.00 % $ 7,500,000 $ 8,625,000 Proceeds, Before Expenses, to the Issuer 97.00 % $ 242,500,000 $ 278,875,000 Trade Date: June 3, 2009 Settlement Date: June 9, 2009 Last Reported Sale Price of Common Stock on NASDAQ on June 13, 2015 Contingent Interest2009: Beginning with $14.03 per share Reference Price: $13.50, the six-month interest period commencing on public offering price in the concurrent Common Stock Offering Conversion Premium: 30% above the Reference Price Initial Conversion Price: $17.55 per share of Common Stock Initial Conversion Rate: 56.9801 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment Dividend Threshold Amount: If we pay any cash dividends or distributions to all or substantially all holders of our Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.075 per share, the conversion rate will be adjusted. Provisional Call Date: On or after June 120, 20152012, if the trading last reported sale price of the Notes our Common Stock for each 20 or more trading days (whether or not consecutive) in a period of the five 30 consecutive trading days ending on, and including, on the second trading day immediately preceding prior to the first day date we provide the notice of the applicable six-month interest period equals or redemption to holders exceeds 130% of the accreted principal amount of the Notesapplicable Conversion Price in effect on each such trading day, the Issuer will pay contingent interest equal to 0.40% of the average trading price of $1,000 original principal amount we may redeem for cash all or part of the Notes during such five trading day period. Initial Price at a price equal to Public: 100.0100% of the principal amount of the Notes Net Proceedsto be redeemed, before Expensesplus accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date. Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. Co-Managers: ABN AMRO Incorporated and PNC Capital Markets LLC Adjustment to Issuer after Underwriting DiscountShares Delivered Upon Conversion Upon a Make-whole Fundamental Change: 97.5% Conversion PremiumThe following table sets forth the number of additional shares to be added to the conversion rate per $1,000 principal amount of Notes for each stock price and effective date set forth below: Approximately 40% above the Public Offering Price Per Share June 9, 2009 17.0940 13.5499 9.5775 7.0867 4.3210 3.0081 1.8421 1.3332 1.0315 0.8262 June 15, 2010 17.0940 13.3112 8.9163 6.2263 3.4147 2.2233 1.3183 0.9649 0.7585 0.6165 June 15, 2011 17.0940 12.9105 7.8854 4.8800 2.0297 1.1119 0.6240 0.4588 0.3563 0.2840 June 15, 2012 17.0940 12.6500 6.8366 2.9941 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2013 17.0940 11.4308 5.6208 2.2719 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2014 17.0940 9.6866 0.1628 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the Common Stock Offering Conversion Pricetable above, in which case: Approximately · If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year. · If the stock price is greater than $40.60 70.00 per share of Issuer’s common stock, (subject to adjustment Conversion Rate: 24.6305 in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. · If the stock price is less than $13.50 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of Issuer’s common stock the table above), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the conversion rate exceed 74.0740 per $1,000 in original principal amount of Notes, subject to adjustment Last Reported Sale Price per Share adjustments in the same manner, and at the same time, as the conversion rate as set forth under “Description of Notes—Adjustment to Shares Delivered Upon Conversion Upon a Make-whole Fundamental Change” in the Common Stock on the New York Stock Exchange as of May 21preliminary prospectus dated June 2, 20082009. CUSIP Number: $30.19858119 AP5 ISIN Number: US858119AP59 ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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Convertible Senior Notes Offering. Notes: 3.3755.125% Convertible Senior Notes due 2038 2014 (the “Notes”) Aggregate Original Principal Amount Offered: $150,000,000 Over250,000,000 aggregate principal amount of Notes (excluding the underwriters’ option to purchase up to $37,500,000 of additional aggregate principal amount of Notes to cover over-allotment Optionallotments, if any) Maturity: $22,500,000 Maturity DateThe Notes will mature on June 15, 2014, subject to earlier repurchase or conversion. Annual Interest Rate: June 1, 2038 Interest; Accretion: 3.375% per annum, accruing from the Settlement Date (as defined below) through June 1, 2015; principal accretion at 3.3755.125% per annum thereafter Interest Payment and Record Dates: Interest will accrue from June 1 9, 2009, and will be payable semiannually in arrears on June 15 and December 1 15 of each year, beginning on December 15, 2009, to the person in whose name a Note is registered at the close of business on June 1 or December 1, 2008 and ending as the case may be, immediately preceding the relevant interest payment date. Public Offering Price 100.00 % $ 250,000,000 $ 287,500,000 Underwriting Discount 3.00 % $ 7,500,000 $ 8,625,000 Proceeds, Before Expenses, to the Issuer 97.00 % $ 242,500,000 $ 278,875,000 Trade Date: June 3, 2009 Settlement Date: June 9, 2009 Last Reported Sale Price of Common Stock on NASDAQ on June 13, 2015 Contingent Interest2009: Beginning with $14.03 per share Reference Price: $13.50, the six-month interest period commencing on public offering price in the concurrent Common Stock Offering Conversion Premium: 30% above the Reference Price Initial Conversion Price: $17.55 per share of Common Stock Initial Conversion Rate: 56.9801 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment Dividend Threshold Amount: If we pay any cash dividends or distributions to all or substantially all holders of our Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.075 per share, the conversion rate will be adjusted. Provisional Call Date: On or after June 120, 20152012, if the trading last reported sale price of the Notes our Common Stock for each 20 or more trading days (whether or not consecutive) in a period of the five 30 consecutive trading days ending on, and including, on the second trading day immediately preceding prior to the first day date we provide the notice of the applicable six-month interest period equals or redemption to holders exceeds 130% of the accreted principal amount of the Notesapplicable Conversion Price in effect on each such trading day, the Issuer will pay contingent interest equal to 0.40% of the average trading price of $1,000 original principal amount we may redeem for cash all or part of the Notes during such five trading day period. Initial Price at a price equal to Public: 100.0100% of the principal amount of the Notes Net Proceedsto be redeemed, before Expensesplus accrued and unpaid interest (including additional interest), if any, to, but excluding, the redemption date. Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Sachs & Co., Xxxxxx Xxxxxxx & Co. Incorporated and X.X. Xxxxxx Securities Inc. Co-Managers: ABN AMRO Incorporated and PNC Capital Markets LLC Adjustment to Issuer after Underwriting DiscountShares Delivered Upon Conversion Upon a Make-whole Fundamental Change: 97.5% Conversion PremiumThe following table sets forth the number of additional shares to be added to the conversion rate per $1,000 principal amount of Notes for each stock price and effective date set forth below: Approximately 40% above the Public Offering Price Per Share June 9, 2009 17.0940 13.5499 9.5775 7.0867 4.3210 3.0081 1.8421 1.3332 1.0315 0.8262 June 15, 2010 17.0940 13.3112 8.9163 6.2263 3.4147 2.2233 1.3183 0.9649 0.7585 0.6165 June 15, 2011 17.0940 12.9105 7.8854 4.8800 2.0297 1.1119 0.6240 0.4588 0.3563 0.2840 June 15, 2012 17.0940 12.6500 6.8366 2.9941 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2013 17.0940 11.4308 5.6208 2.2719 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2014 17.0940 9.6866 0.1628 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the Common Stock Offering Conversion Pricetable above, in which case: Approximately · If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year. · If the stock price is greater than $40.60 70.00 per share of Issuer’s common stock, (subject to adjustment Conversion Rate: 24.6305 in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. · If the stock price is less than $13.50 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of Issuer’s common stock the table above), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the conversion rate exceed 74.0740 per $1,000 in original principal amount of Notes, subject to adjustment Last Reported Sale Price per Share adjustments in the same manner, and at the same time, as the conversion rate as set forth under “Description of Notes—Adjustment to Shares Delivered Upon Conversion Upon a Make-whole Fundamental Change” in the preliminary prospectus dated June 2, 2009. CUSIP Number: 858119 AP5 ISIN Number: US858119AP59 ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. SDI Investment Company 100 % 100 % New Millennium Building Systems, LLC 100 % 100 % Paragon Steel Enterprises, LLC 50 % 50 % Ferrous Resources, LLC 100 % 100 % STLD Holdings, Inc. 100 % 100 % Steel Dynamics Sales North America, Inc. 100 % 100 % Roanoke Electrical Steel Corporation 100 % 100 % Indiana Nugget, LLC 100 % 100 % Dynamic Composites, LLC 84 % 84 % Shredded Products II, LLC 100 % 100 % Xxxx X. Xxxxxxx, Xx., LLC 100 % 100 % New Millennium Building Systems, Inc. 100 % 100 % Socar of Ohio, Inc. 100 % 100 % Steel of West Virginia, Inc. 100 % 100 % SWVA, Inc. 100 % 100 % Xxxxxxxx Steel, Inc. 100 % 100 % Steel Ventures, Inc. 100 % 100 % Dynamic Aviation, LLC 100 % 100 % The Techs Industries, Inc. 100 % 100 % Mesabi Nugget Delaware, LLC 81 % 81 % OmniSource Corporation 100 % 100 % Admetco, Inc. 100 % 100 % Auburn Investment Company, LLC 100 % 100 % Capitol City Metals, LLC 100 % 100 % Global Shredding Technologies, Ltd., LLC 100 % 100 % Industrial Scrap Corporation 100 % 100 % Industrial Scrap, LLC 100 % 100 % Xxxxxxx Iron & Metal Company, Inc. 100 % 100 % Lucky Strike Metals, LLC 100 % 100 % Michigan Properties Ecorse, LLC 100 % 100 % OmniSource Athens Division, LLC 100 % 100 % OmniSource Bay City, LLC 100 % 100 % OmniSource Indianapolis, LLC 100 % 100 % OmniSource, LLC 100 % 100 % OmniSource Mexico, LLC 100 % 100 % OmniSource Transport, LLC 100 % 100 % Recovery Technologies, LLC 100 % 100 % Scientific Recycling Group, LLC 100 % 100 % Speedbird Aviation, LLC 100 % 100 % Superior Aluminum Alloys, LLC 100 % 100 % Cumberland Recycling Group, LLC 50 % 50 % OmniSource/Xxxxxx, LLC 50 % 50 % Industrial Scrap Consulting, LLC 50 % 50 % Mississippi Scrap Recycling, LLC 49 % 49 % Dynamic Abrasives, LLC 18 % 18 % Carolinas Recycling Group, LLC 100 % 100 % Indiana Melting & Manufacturing, LLC 18 % 18 % Mesabi Mining, LLC 100 % 100 % Atlantic Scrap and Processing — Wilmington, LLC 100 % 100 % Xxxxx & Green Salvage Company, Inc. 100 % 100 % Lumberton Recycling Company, Inc. 100 % 100 % Raeford Salvage Company, Inc. 100 % 100 % OmniSource Southeast, LLC 100 % 100 % Protrade Steel Company, Ltd 13.2 % 13.2 % Second Pass LLC 50 % 50 % SDI Sub, LLC 100 % 100 % OmniSource Scrap Metals Management of Mexico, S.de.X.X. deC.V. 100 % 100 % Resource Ventures, LLC 90 % 90 % Dynamic Holdings, LLC 100 % 100 % OmniSource Holdings, LLC 100 % 100 % Xxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxx X. Xxxxx Xxxxx X. Xxxxx, M.D. Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xx. Xxxxxx Xxxx Xxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx OMNISOURCE SOUTHEAST, LLC Delaware SDI INVESTMENT COMPANY Delaware STEEL DYNAMICS SALES NORTH AMERICA, INC. Indiana NEW MILLENNIUM BUILDING SYSTEMS, LLC Indiana ROANOKE ELECTRIC STEEL CORPORATION Indiana ATLANTIC SCRAP AND PROCESSING WILMINGTON, LLC North Carolina COHEN & GREEN SALVAGE CO., INC. North Carolina LUMBERTON RECYCLING COMPANY, INC. North Carolina RAEFORD SALVAGE COMPANY, INC. North Carolina NEW MILLENNIUM BUILDING SYSTEMS, INC. South Carolina CAROLINAS RECYCLING GROUP, LLC South Carolina SOCAR OF OHIO, INC. Ohio SHREDDED PRODUCTS II, LLC Indiana XXXX X. XXXXXXX, XX., LLC Virginia STEEL OF WEST VIRGINIA, INC. Delaware STEEL VENTURES, INC. Delaware SWVA, INC. Delaware XXXXXXXX STEEL, INC. Delaware THE TECHS INDUSTRIES, INC. Delaware OMNISOURCE CORPORATION Indiana ADMETCO, INC. Indiana AUBURN INVESTMENT COMPANY, LLC Indiana CAPITOL CITY METALS, LLC Indiana GLOBAL SHREDDING TECHNOLOGIES, LTD., LLC Indiana INDUSTRIAL SCRAP CORPORATION Indiana INDUSTRIAL SCRAP, LLC Indiana XXXXXXX IRON & METAL COMPANY, INC. Michigan LUCKY STRIKE METALS, LLC Indiana MICHIGAN PROPERTIES ECORSE, LLC Indiana OMNISOURCE ATHENS DIVISION, LLC Indiana OMNISOURCE BAY CITY, LLC Indiana OMNISOURCE INDIANAPOLIS, LLC Indiana OMNISOURCE, LLC Indiana OMNISOURCE MEXICO, LLC Indiana OMNISOURCE TRANSPORT, LLC Indiana RECOVERY TECHNOLOGIES, LLC Indiana SCIENTIFIC RECYCLING GROUP, LLC Indiana SUPERIOR ALUMINUM ALLOYS, LLC Indiana XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, XXXXXXX, SACHS & CO. as Representatives of the several Underwriters to be named in the within-mentioned Purchase Agreement x/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Steel Dynamics, Inc. Dear Sirs: The undersigned, a stockholder and an officer and/or director of Steel Dynamics, Inc., an Indiana corporation (the “Company”), understands that Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxxxx, Sachs & Co. (together with Xxxxxxx Xxxxx, the “Representatives”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the public offering of $250,000,000 aggregate principal amount of the Company’s 5.125% Convertible Senior Notes due 2014 (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock, par value $0.0025 per share (the “Common Stock”), or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities or any securities convertible into or exchangeable for Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock on or other securities, in cash or otherwise. Notwithstanding the New York Stock Exchange as of May 21foregoing, 2008: $30.19if:
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