Worthington Steel, Inc.

Worthington Steel, Inc. announced the opening of the acceptance period for its public delisting tender offer for all outstanding shares of Klöckner & Co SE not already held by Worthington Steel. The offer, approved by the German Federal Financial Supervisory Authority (BaFin), allows Klöckner shareholders to tender their shares for EUR 11.00 per share. The acceptance period is from July 15, 2026, to August 12, 2026, and the offer has no closing conditions or minimum acceptance threshold. Worthington Steel currently owns about 62% of Klöckner.

Worthington Steel, Inc. issued a corrected financial release for the fourth quarter of fiscal 2026, reporting a net loss attributable to controlling interest of $57.5 million, compared to net earnings of $55.7 million in the prior year. The correction was due to additional long-lived asset impairment charges of $112.2 million and Bridge nonrevolving loan commitment costs, which led to an operating loss of $74.5 million. Despite the losses, net sales increased by 12% to $929.2 million, and the company completed its acquisition of a majority interest in Klöckner & Co SE.

Worthington Steel, Inc. has completed its voluntary public takeover offer for Kloeckner & Co SE, securing approximately 60.86% of Kloeckner's outstanding shares. The company accepted 52,389,508 tendered shares at €11.00 each, totaling €576,284,588, funded by a notes offering, term loan, and cash. Worthington Steel intends to launch a Public Delisting Tender Offer for the remaining Kloeckner shares at €11.00 per share and plans to enter into a Domination and Profit and Loss Transfer Agreement to integrate Kloeckner's operations.

Worthington Steel, Inc. announced the pricing and issuance of $700 million in 7.750% Senior Secured Notes due 2033. The net proceeds, along with borrowings from a new term loan facility and cash on hand, will primarily finance the pending Klöckner Acquisition, repay existing indebtedness, and support general working capital. The company adjusted its financing mix, decreasing the note offering from an initial $900 million to $700 million, with a corresponding increase in its term loan facility.

Worthington Steel, Inc. announced that the German Federal Cartel Office granted merger control clearance for its acquisition of Kl ckner & Co SE on May 27, 2026. This clearance fulfills the final regulatory condition for the business combination agreement, under which Worthington Steel GmbH (BidCo) offered 11.00 per Kl ckner Share. With all conditions now satisfied, the company expects to consummate the Kl ckner Acquisition on June 3, 2026.

Worthington Steel announced a private offering of $900 million senior secured notes due 2033 by its subsidiary, WS Escrow LLC. The proceeds, along with other financing, will primarily fund the pending acquisition of Klöckner & Co SE, including the cash consideration of €11.00 per share, shareholder loans, and minority shareholder compensation. Funds will also be used to repay existing debt, cover transaction fees, and for general working capital. The filing includes Klöckner's historical financials and pro forma combined financial information.