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Get filing alertsWorthington Steel launches $900M debt offering to fund Kloeckner acquisition
Filed May 26, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Company raising $900 million through senior secured notes due 2033 via subsidiary WS Escrow LLC to finance acquisition of German steel company Kloeckner & Co SE, repay existing debt at both companies, and fund working capital.
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Debt offering will proceed regardless of whether Kloeckner acquisition closes, creating risk that Worthington could hold $900M in new debt without completing the deal if transaction falls through.
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Item 9.01 verify on EDGAR →
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Acquisition governed primarily by German takeover law rather than standard U.S. securities regulations, with different disclosure requirements and settlement procedures applying to cross-border transaction.
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Provided Kloeckner's audited 2025 year-end financials and unaudited Q1 2026 results to potential note investors for due diligence on acquisition target's financial condition.
Item 9.01 verify on EDGAR →
Summary
Worthington Steel announced a $900 million senior secured notes offering to finance its pending acquisition of Kloeckner & Co SE, a German steel company. The seven-year notes will be issued by a newly formed subsidiary and the proceeds will fund the Kloeckner tender offer, shareholder loans, minority buyouts, debt repayment at both companies, and transaction costs.
Critically, the debt raise is not contingent on the acquisition closing, meaning Worthington could end up carrying the $900 million in new leverage even if the deal falls apart. Retail investors should understand this represents a significant increase in the company's debt load to fund an international expansion.
The filing includes pro forma financials showing what the combined entity would look like, with balance sheet and earnings data through February 2026. The acquisition is governed by German takeover law rather than typical U.S. rules, adding cross-border complexity. Watch for updates on regulatory approvals and whether the Kloeckner tender offer reaches the acceptance threshold needed to close. If the deal fails to complete, investors should monitor how management deploys or refinances the $900 million in proceeds raised through this offering.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 26, 2026, the Company issued a press release announcing the commencement of a private offering (the “Notes Offering”) by WS Escrow LLC (the “Escrow Issuer”), a newly formed Delaware limited liability company and wholly owned subsidiary of the Company, of $900,000,000 aggregate principal amount of its senior secured notes due 2033 (the “Notes”).
Worthington Steel is raising $900 million through a private offering of senior secured notes maturing in 2033. The notes will be issued by a newly formed subsidiary, WS Escrow LLC, unless the Klöckner acquisition closes within three business days, in which case the parent company may issue them directly. The offering is restricted to qualified institutional buyers and non-U.S. persons.
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The Company intends to use the net proceeds from the Notes Offering, together with borrowings under its term loan and ABL credit facilities and cash on hand, (i) to fund the consideration payable under the Offer and other payments to acquire Klöckner shares, (ii) to fund loans to Klöckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Klöckner shareholders following the closing of the Offer, (iv) to repay certain existing indebtedness of the Company and Klöckner, (v) to pay transaction fees and expenses related to the foregoing and (vi) for general working capital purposes of the Company and its subsidiaries.
The $900 million in notes proceeds, combined with term loan and ABL facility borrowings plus cash on hand, will fund the Klöckner acquisition (including the tender offer, shareholder loans, and minority buyouts), repay existing debt at both companies, cover transaction costs, and support general working capital. This represents significant leverage being added to the balance sheet for the acquisition.
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The Notes Offering is not conditioned on the consummation of the Klöckner Acquisition.
The company will proceed with the $900 million debt raise regardless of whether the Klöckner acquisition closes. This means Worthington Steel could end up with the debt proceeds even if the deal falls through, creating potential execution risk if alternative uses for the capital are not clearly defined.
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The audited consolidated financial statements of Klöckner as of and for the year ended December 31, 2025 and the unaudited condensed consolidated interim financial statements of Klöckner as of and for the three months ended March 31, 2026 are being provided to potential investors in connection with the Notes Offering
Worthington Steel is furnishing Klöckner's audited 2025 year-end financials and unaudited Q1 2026 interim results to potential note investors. This disclosure provides transparency into the acquisition target's financial condition for investors evaluating the debt offering.
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The unaudited pro forma condensed combined balance sheet of the Company as of February 28, 2026 and the unaudited pro forma condensed combined statements of earnings of the Company for the year ended May 31, 2025 and the nine months ended February 28, 2026, in each case, giving effect to the Klöckner Acquisition, are being provided to potential investors in connection with the Notes Offering
The company is providing pro forma financials showing what the combined entity would look like post-acquisition, including a balance sheet as of February 28, 2026 and income statements for fiscal 2025 and the nine months ended February 28, 2026. These help investors assess the financial impact of combining the two businesses.
Event · Item 9.01 — Financial Statements and Exhibits
Worthington Steel disclosed pro forma financials and regulatory details for its pending acquisition of Klöckner & Co SE.
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This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Klöckner shares. The final provisions relating to the takeover offer are disclosed in the offer document, as amended.
Worthington Steel filed exhibits related to its pending acquisition of Klöckner & Co SE, a German company. The filing includes Klöckner's audited 2025 financials, Q1 2026 interim financials, and Worthington's unaudited pro forma combined financials. The disclosure clarifies this is not an offer to purchase but references an existing takeover offer governed by German law.
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Worthington Steel, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet as of February 28, 2026 and the Unaudited Pro Forma Condensed Combined Statements of Earnings for the Year Ended May 31, 2025, for the Nine Months Ended February 28, 2026 and for the Twelve Months Ended February 28, 2026
The company provided pro forma combined financial statements showing what Worthington Steel's balance sheet and earnings would look like after combining with Klöckner.
Added in current filing · verify on EDGAR →
the financing arrangements relating to the Klöckner Acquisition, including the Notes Offering and the expected use of proceeds therefrom
The filing references a Notes Offering as part of the financing arrangements for the Klöckner acquisition. While details are limited in this 8-K, the disclosure indicates Worthington Steel is raising debt capital to fund the transaction, which will increase the company's leverage and affect its capital structure.
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The Offer (as amended, “takeover offer”) is being made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and certain securities laws provisions of the United States of America
The acquisition is governed primarily by German takeover law rather than U.S. securities regulations, though it complies with certain U.S. provisions under Rule 14d-1(d) as a Tier II tender offer. This cross-border structure means different disclosure requirements, settlement procedures, and investor protections apply compared to a typical U.S. acquisition.
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These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Klöckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the Klöckner Acquisition; (ii) the financing arrangements relating to the Klöckner Acquisition, including the Notes Offering and the expected use of proceeds therefrom
The company disclosed standard acquisition risks including regulatory approval uncertainty, financing completion risk, and the potential for actual results to differ from pro forma expectations. The forward-looking statements caution that the deal may not close on anticipated terms or timing, and the combined company's performance may vary from projections.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify