COMMERCIAL METALS COMPANY - SUMMARY LETTER.PDF

4871965.1 
A  P R O F E S S I O N A L  C O R P O R A T I O N  
3200 North Central Avenue, Suite 1600 
Phoenix, Arizona 85012 
P  602.440.4800   F  602.257.9582 
Offices in Arizona, Colorado & Michigan 
www.rcalaw.com 
 
John J. Fries 
Direct Line:   602-440-4819 
Direct Fax:  602-257-6919 
E-mail:   jfries@rcalaw.com 
 
January 6, 2022 
 
 
To: 
Board of Supervisors  
 
 
Board of Directors 
 
Maricopa County, Arizona 
 
 
The Industrial Development Authority 
 
 
 
 
 
 
 
of the County of Maricopa 
 
Re: 
Not-to-Exceed $450,000,000 The Industrial Development Authority of the 
County of Maricopa Education Revenue Bonds (Commercial Metals Company 
Project), Series 2022 
Ladies and Gentlemen: 
At the Authority Board meeting on January 20, 2022, the Authority Board will be 
asked to grant final approval for a not-to-exceed $450,000,000 in bond financing for the 
Commercial Metals Company Project (the “Project”) and to adopt a resolution authorizing the 
issuance and sale of the Authority’s bonds, in one or more series (the “Bonds”). 
PRIOR APPROVALS AND REQUEST FOR ADDITIONAL FUNDING 
On November 10, 2020, the Authority Board adopted an inducement resolution 
preliminarily approving the issuance of not-to-exceed $450,000,000 in bond financing for the 
benefit of Commercial Metals Company (“Borrower”).  On November 9, 2021, the Authority 
Board adopted a resolution that extended the preliminary approval for 365 days.  
Although the Borrower requests a total approval of not-to-exceed $450,000,000, 
the Borrower is limiting the amount of this bond financing to $150,000,000 for the initial phase 
of the Project.  This proposed financing matches the amount of the “volume cap” that the 
Borrower obtained from the Arizona Finance Authority in December that is being carried over in 
2022 for the issuance of the Bonds.   
Borrower has advised the Authority that it may seek additional bond financing for 
the Project in the future.  If the Authority is asked to issue additional bonds, Borrower will be 
required to obtain additional volume cap from the Arizona Finance Authority and obtain further 
approval from the Authority Board and the Maricopa County Board of Supervisors. The 
proposed resolution submitted to the Board will extend the preliminary approval indefinitely to 
accommodate the possibility of future financing, without the need for a new inducement 
resolution or TEFRA hearing.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
January 6, 2022 
Page 2 
 
THE PROJECT 
The Borrower and its subsidiaries manufacture, recycle and fabricate steel and 
metals products, and provide related materials and services through a network of facilities that 
includes seven electric arc furnace mini mills, two micro mills, one rerolling mill, steel 
fabrication and processing plants, construction-related product warehouses, and metal recycling 
facilities in the United States and Poland.   
The Borrower will use funds from the bond proceeds to (i) construct and equip a 
state-of-the-art, energy efficient steel micro mill at its existing facilities consisting of 
approximately 83 acres at 11444 East Germann Road, Mesa, Arizona, presently owned by CMC 
Steel Fabricators, Inc., a wholly-owned subsidiary of the Borrower; (ii) fund any required 
reserves; (iii) pay capitalized interest on the Bonds, if any; and (iv) pay certain costs and 
expenses related to the issuance of the Bonds.  The total estimated cost to construct and equip the 
new facility in Mesa, Arizona is between $400,000,000 and $500,000,000.  The Project is 
expected to employ over 500 construction workers and 183 full-time employees when the Project 
is completed. The Project will permit Borrower to manufacture rebar and merchant bar from 
recycled ferrous materials at its expanded facilities in an efficient, competitive and cost-effective 
manner.   
THE AUTHORITY 
The Authority is an Arizona nonprofit corporation, formed with the permission of 
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development 
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”), and the 
Authority is designated by law to be a political subdivision of the State of Arizona. 
NOTIFICATION TO ARIZONA ATTORNEY GENERAL 
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the 
Authority will notify the Arizona Attorney General of the Authority’s intention to issue the 
Bonds.   
FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Issuer:  
The Industrial Development Authority of the County of 
Maricopa 
Issuer Counsel: 
Ryley Carlock & Applewhite, a professional corporation 
Applicant/Borrower:  
Commercial Metals Company

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
January 6, 2022 
Page 3 
 
Bond Trustee:  
U.S. Bank, N.A. 
Bond Underwriter: 
Citigroup Global Markets, Inc. 
Bond Counsel: 
Kutak Rock LLP 
Applicant/Borrower Counsel: 
Haynes and Boone 
Bond Underwriter Counsel: 
Ballard Spahr LLP 
PRINCIPAL FINANCING DOCUMENTS 
 
Document 
Parties 
Bond Indenture (the “Indenture”) 
Issuer and Trustee 
Loan Agreement 
Borrower and Issuer 
Note 
Borrower 
Preliminary and Final Limited Offering Memorandum 
Borrower and Bond Underwriter 
Tax Certificate and Agreement 
Issuer and Borrower 
Bond Purchase Agreement 
Borrower, Issuer and Bond 
Underwriter 
PLAN OF FINANCING 
The Bonds will be issued in one or more tax-exempt and taxable series in an 
aggregate principal amount of not to exceed $450,000,000.  The Bonds will be issued under and 
pursuant to the Indenture as permitted under the terms and provisions of the Indenture.  The 
Authority will loan proceeds from the sale of the Bonds to the Borrower pursuant to the terms of 
the Loan Agreement and evidenced by the Note.  The Borrower will be obligated to make loan 
repayments in amounts and at such times as required to pay principal and interest on the Bonds 
on their respective due dates.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
January 6, 2022 
Page 4 
 
The obligations of the Borrower to make periodic loan repayments as well as to 
perform the other obligations of the Borrower will be secured under the Indenture equally by 
revenues and collateral pledged by the Borrower and its affiliate.   
The Bonds will be underwritten by the Bond Underwriter and offered by it for 
sale pursuant to a Preliminary Limited Offering Memorandum and Final Limited Offering 
Memorandum.  It is anticipated that the Bonds will be rated BB+.  The Tax Certificate and 
Agreement will be executed by the Bond Issuer and Borrower to evidence various agreements 
aimed at establishing and preserving the tax-exempt status of the Bonds. 
FINAL APPROVAL 
At the Authority Board meeting on January 20, 2022, the Authority Board will be 
asked by the Applicant/Borrower to grant final approval to the application for financing and to 
adopt a resolution authorizing the issuance and sale of the Bonds. 
BOARD OF SUPERVISORS APPROVAL 
Under the provisions of the Act, specifically A.R.S. § 35-721.B., the proceedings 
under which the Bonds of the Authority are to be issued require the approval of the Maricopa 
County Board of Supervisors for each issuance of bonds.  If the Authority Board acts to grant 
final approval for the financing and to adopt a resolution authorizing the issuance and sale of the 
Bonds, the Maricopa County Board of Supervisors will be requested to act as required by law to 
adopt a resolution approving the proceedings of the Authority for the issuance of the Bonds at its 
meeting on January 26, 2022.  The Project is located in Supervisorial District Number 1. 
Under the provisions of the Act, specifically A.R.S. § 35-742, Maricopa 
County is not in any event liable for the payment of principal or interest on bonds issued by 
the Authority or for the performance by the Authority of any pledge, mortgage, obligation 
or agreement of any kind undertaken by the Authority and bonds of the Authority or any 
of its agreements or obligations shall not be construed to constitute an indebtedness of 
Maricopa County within the meaning of any constitution or statutory provision. 
TRANSACTION CLOSING 
At the time the Bonds are issued, it is anticipated the designated Bond Counsel 
will deliver its written opinion to the effect the Bonds have been validly issued and that as to the 
portion of the Bonds designated as being tax-exempt, the interest on the Bonds is exempt from 
federal and Arizona income taxation and that as to the portion of the Bonds that are not 
designated as tax-exempt, the interest on such Bonds will be exempt from Arizona income 
taxation.  The closing is currently scheduled in February, 2022.

Board of Supervisors 
Maricopa County, Arizona 
Board of Directors  
of The Industrial Development Authority  
of the County of Maricopa 
January 6, 2022 
Page 5 
 
LEGAL COUNSEL RECOMMENDATION 
As counsel to the Authority, we have reviewed drafts of the principal financing 
documents, we have been advised that these documents are now in substantially final form, and 
based upon our review of such and our review of the proceedings to date relating to the proposed 
issuance of the Bonds, we believe the financing documents and proceedings are in substantial 
conformance with the policies and guidelines of the Authority and are in both form and 
substance acceptable for the Authority Board and Maricopa County Board of Supervisors to act 
upon and that the Resolution presented to the Authority Board relating to authorizing the 
issuance and sale of the Bonds, and related matters, and the Resolution of the Maricopa County 
Board of Supervisors will be asked to adopt are in form and substance acceptable for the 
adoption. 
Very truly yours, 
 
John J. Fries