Worthington Steel, Inc. 8-K

What Happened

• Worthington Steel, Inc. announced on May 26, 2026 that WS Escrow LLC (a newly formed, wholly owned Delaware subsidiary) has commenced a private offering of $900,000,000 aggregate principal amount of senior secured notes due 2033. If the Klöckner acquisition is expected to close within three business days of the notes closing, Worthington may issue the notes directly instead of through the escrow subsidiary. The notes are being offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S.

Key Details

• Offering size: $900,000,000 aggregate principal amount of senior secured notes due 2033.
• Issuer: WS Escrow LLC (newly formed Delaware limited liability company, wholly owned by Worthington) — may be issued directly by Worthington if acquisition closing timing warrants.
• Investor qualification: Private placement to Rule 144A QIBs and Regulation S non‑U.S. investors only.
• Use of proceeds (summarized): fund consideration for the Offer to acquire Klöckner shares, fund shareholder loans to Klöckner, fund post‑closing buyouts/compensation for minority Klöckner shareholders, repay certain existing indebtedness of Worthington and Klöckner, pay transaction fees and expenses, and for general working capital.
• Transaction not conditioned on closing the Klöckner acquisition; related Klöckner audited financials and Worthington’s unaudited pro forma combined statements were furnished as exhibits to the filing.

Why It Matters

• This financing would materially increase Worthington’s indebtedness (adds $900M principal) and is a central part of how the company plans to fund the proposed Klöckner acquisition and related payments. For investors, that means potential changes to leverage, interest expense and liquidity profile depending on final use and timing of proceeds.
• The private placement structure (Rule 144A/Reg S) limits initial investors to institutions and non‑U.S. purchasers, so there may be limited immediate public trading impact. Worthington’s filing also provides Klöckner’s audited financials and pro forma combined statements for investors to review the financial effects of the planned transaction.