Worthington Steel Inc

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On November 16, 2023, we acquired Voestalpine Automotive Components Nagold GmbH & Co. KG, a facility in Nagold, Germany for net cash consideration of $21.0 million and the assumption of a $0.9 million pension liability. The acquisition establishes a footprint in Europe for Worthington Steel and allows us to capitalize on the growing EV and industrial motor markets in that region. See “Note M – Acquisitions” for additional information.

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On November 30, 2023, we entered into a multi-year senior secured revolving credit facility (the “Credit Facility”) scheduled to mature on November 30, 2028, with a group of lenders. The Credit Facility allows for borrowings of up to $550.0 million, to the extent secured by eligible accounts receivable and inventory balances at period end, which consist primarily of U.S. Dollar denominated account balances. Amounts drawn under the Credit Facility will have maturities of up to one year and will accrue interest at rates equal to an applicable margin over the SOFR Rate. We incurred approximately $2.7 million of issuance costs, of which $2.5 million will be amortized to interest expense over the expected five-year term and are reflected in other assets. As of November 30, 2023, $175.0 million was outstanding under the Credit Facility, of which $150.0 million was paid to Worthington Enterprises, Inc. on December 1, 2023, in connection with the Separation. See “Note H – Debt” for additional information.

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On December 1, 2023, Worthington Enterprises, Inc., made a pro rata distribution of 100% of the outstanding common shares of the Company to Worthington Enterprises, Inc. shareholders of record as of the close of business on November 21, 2023, in a separation that was generally intended to be tax-free to shareholders for U.S. federal income tax purposes. See “Note A – Worthington Steel Separation, Description of Business, and Basis of Presentation” for additional information.

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On December 1, 2023, the previously announced separation of the Company from Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) was completed, and the Company’s common shares began trading on the New York Stock Exchange under the ticker symbol “WS.” See “Note A – Worthington Steel Separation, Description of Business, and Basis of Presentation” for additional information.