Subsequent Events |
12 Months Ended |
|---|---|
May 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 21 – Subsequent Events On June 1, 2026, the Company completed financing transactions in connection with the Kloeckner Acquisition and refinanced and replaced the prior revolving credit facility. These transactions included (1) the issuance of the 2033 Notes ($700.0 million aggregate principal amount 7.750% Senior Secured Notes due June 1, 2033) and (2) the incurrence of the Term Loans ($700.0 million aggregate principal amount seven-year Term Loan Facility, due June 1, 2033), bearing interest, at the Company’s option, at a rate per annum equal to Term SOFR plus 4.00%, Daily Simple SOFR plus 4.00%, or the base rate plus 3.00% under the Term Loan Facility due June 1, 2033. Additionally, on June 25, 2026, the Company entered into the 2031 Revolving Credit Facility, an asset-based revolving credit agreement in the aggregate principal amount of up to $550.0 million subject to borrowing base availability and other conditions, that matures on June 25, 2031, which refinanced and replaced the Credit Facility. On June 3, 2026, the Company completed the acquisition of Kloeckner. Together with the Kloeckner shares already held by the Company prior to the Settlement Date, as of the Settlement Date, the Company held a total of 60,710,791 Kloeckner shares, representing approximately 60.86% of Kloeckner’s total outstanding share capital. The total aggregate consideration for the Tendered Shares was €576.3 million (approximately $668.3 million). On June 15, 2026, we acquired an additional one million Kloeckner shares at €11 per share (approximately $12.7 million), bringing our total ownership to 61,710,791 Kloeckner shares representing approximately 61.87% of Kloeckner’s total outstanding share capital. The combination of Worthington Steel and Kloeckner will broaden the value-added product offering beyond carbon-flat rolled steel products, diversify end-market exposure, and expand geographic footprint. The net proceeds of the 2033 Notes and the Term Loan Facility, together with cash on hand, were used to fund the Kloeckner Acquisition, repay certain existing indebtedness of the Company and Kloeckner, pay related transaction fees and expenses, and for general working capital purposes. The initial accounting for our acquisition of Kloeckner is not complete as of the date of this filing. Accordingly, the Company has not finalized the determination of the fair values of the assets acquired and liabilities assumed, and the related disclosures under ASC 805. These estimates have not been completed due to the timing of the transaction. The Company is in the process of gathering and evaluating the information necessary to finalize the accounting for this transaction. The Company expects to complete the purchase accounting during the first quarter of fiscal year 2027 within the measurement period.
In June 2026, the Company entered into a cross-currency swap to hedge foreign currency risk on a portion of the Company’s Euro net investment in Kloeckner against fluctuations in the Euro/U.S. Dollar exchange rates. The cross-currency swap has a notional value of €700.0 million to $809.8 million with a maturity date of May 31, 2031. Additionally in June 2026, the Company entered into a €100 million to $114.7 million float-for-float fair value cross currency swap with a maturity date of December 23, 2027. On June 24, 2026, the Board declared a quarterly cash dividend of $0.16 per common share payable on September 29, 2026, to the shareholders of record at the close of business on September 15, 2026. On June 29, 2026, Sitem Group, through its subsidiary Stanzwerk AG, entered into an Amended and Restated Standstill Agreement with UBS Switzerland AG, as agent and a syndicate of lenders, amending the original Standstill Agreement dated April 2025. Under the amended agreement, the lenders agreed to maintain the availability of the bilateral credit facilities through August 31, 2028, subject to customary events of default and other termination provisions. The amended agreement requires principal repayments of CHF 6.0 million (approximately USD $7.6 million as of May 31, 2026) on June 30, 2026 and CHF 4.0 million (approximately USD $5.1 million as of May 31, 2026) on December 31, 2026, followed by quarterly principal repayments equal to the greater of CHF 0.2 million (approximately USD $0.3 million as of May 31, 2026) or 25% of operating cash flow. Borrowings continue to bear interest at the applicable reference rate, which is based on Swiss Average Rate Overnight and has a floor of zero, plus a 500-basis point margin through December 31, 2026, decreasing to a 400-basis point margin beginning January 1, 2027. The amended agreement continues to require Stanzwerk AG to maintain a minimum equity ratio of 15% and a minimum liquidity balance of CHF 4.0 million (approximately USD $5.1 million as of May 31, 2026) through December 31, 2026, decreasing to CHF 2.0 million (approximately USD $2.5 million as of May 31, 2026) thereafter.
On July 15, 2026, the Company launched a public delisting tender offer for all outstanding Kloeckner shares not already held by the Company at a price of €11.00 per share. The delisting tender offer is not subject to any closing conditions and does not include a minimum acceptance threshold. The acceptance period runs from July 15, 2026 to August 12, 2026, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). The delisting tender offer provides remaining Kloeckner shareholders with an additional opportunity to tender their shares for cash consideration. Following the effectiveness of the delisting, Kloeckner shares will be removed from trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange, which may result in significantly reduced liquidity and limited price discovery for Kloeckner shares. The Company was required by the public delisting tender offer rules to guarantee the availability of certain funds sufficient to satisfy the potential acceptance of all outstanding Kloeckner shares not already held by the Company. The Company fulfilled this requirement using funds available from the financing transactions outlined above. Once the public delisting tender offer settles, the unallocated funds, if any, become unrestricted and available for use. |