COMMERCIAL METALS COMPANY - ADDITIONAL INFORMATION.PDF

RYLEY CARLOCK A PROFESSIONAL CORPORATION
3200 North Central Avenue, Suite 1600
SA P P EW HIT Phoenix, Arizona 85012
Attor eye 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
ECE

January 20, 2022

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Ms. Juanita Garza, Clerk ARO Of unlTy

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Board of Supervisors, Maricopa County hond Do} Kad R “Song

301 West Jefferson, 10th Floor tH
Phoenix, Arizona 85003-2148 Z

Re: Not to Exceed $450,000,000 The Industrial Development Authority of the
County of Maricopa Exempt Facilities Revenue Bonds (Commercial Metals
Company Project), Series 2022 — C-18-22-084-X-00

Dear Ms. Garza:

On January 20, 2022, the Board of Directors of The Industrial Development Authority of
the County of Maricopa (the “Authority”) adopted a resolution authorizing and approving the issuance of
the above-referenced bonds. A copy of the approved resolution is included for the records of Maricopa
County.

As you and the Board of Supervisors are aware, the approving action of the Authority
requires the approval of the Board of Supervisors.

We requested to be on the Board of Supervisors’ agenda for the January 26, 2022,
meeting (your number C-18-22-084-X-00), and, in this regard, a copy of the proposed resolution to be
considered and adopted by the Board of Supervisors is included herein.

A public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as
amended (the “Code”), relating to the issuance of the 2022 Bonds, was held on January 19, 2022. A copy
of the Report of Public Hearing is attached for your records.

Finally, I am including a copy of my report letter, dated January 6, 2022, which provides
more details of the planned financing.

Please let me know if you have any questions and, as always, we appreciate the
assistance you provide.
Yours very truly,

ye
John J. Fries

Enclosures

cc: Maricopa County Board of Supervisors
Ms. Andrea Cummings
Ms. Shelby Scharbach

4876364.1
01/20/22

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF
MARICOPA AUTHORIZING THE ISSUANCE AND SALE OF ITS
EXEMPT FACILITIES REVENUE BONDS (COMMERCIAL METALS
COMPANY PROJECT), IN ONE OR MORE TAX-EXEMPT AND/OR
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $450,000,000, AND RELATED MATTERS

WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Tssuer’”’) is a nonprofit corporation designated a political subdivision of the State of Arizona (the
“State”) incorporated with the approval of Maricopa County, Arizona (the “County”), pursuant to
the provisions of the Constitution of the State and under the Industrial Development Financing
Act, A.R.S. § 35-701 et seq. (the “Act’”);

WHEREAS, the Issuer is authorized and empowered, among other things, (a) to issue tax-
exempt and taxable revenue bonds and use the proceeds thereof in accordance with the Act, (b) to
contract with and employ others to provide for and to pay compensation for professional services
and other services as the Issuer shall deem necessary for the financing of “projects” as defined in
the Act, and (c) to pledge its property and revenues to secure the payment of the principal of and
premium, if any, and interest on its tax-exempt and taxable revenue bonds,

WHEREAS, in furtherance of the purposes of the Act and in the public interest, the Issuer
granted preliminary approval to the issuance of its revenue bonds, notes or other obligations, in
one or more tax exempt and/or taxable series, in an aggregate principal amount not to exceed
$450,000,000 for the benefit of Commercial Metals Company, a Delaware corporation (together
with any related entities, subsidiaries, designees and/or assignees, including CMC Steel
Fabricators, Inc., a Texas corporation, the ““Borrower”) in accordance with the Act pursuant to the
Resolution adopted by the Issuer at its November 10, 2020 meeting;

WHEREAS, the Issuer granted an extension of its preliminary approval to the issuance
and sale of its revenue bonds, notes or other obligations pursuant to the Act, in one or more tax-
exempt and/or taxable series, in an aggregate principal amount not to exceed $450,000,000
pursuant to the Resolution adopted at its November 9, 2021 meeting (as extended, the “Initial
Resolution”);

WHEREAS, the Borrower has now requested that the Issuer issue its Exempt Facilities
Revenue Bonds (Commercial Metals Company Project) (the “Bonds’’) in one or more tax exempt
and/or taxable series, in an aggregate principal amount not to exceed $450,000,000, and loan the
proceeds thereof to the Borrower for the purposes of: (i) financing and/or refinancing a portion of
the costs of the acquisition, construction, improvement, equipping and/or operation, as applicable,
of a steel micro mill for the manufacturing of rebar and merchant bar exclusively from recycled
ferrous materials to be situated on an approximately 83.6 acre site located at 11444 East Germann
Road, Mesa, Maricopa County, Arizona 85212 (the “Facilities”), (11) funding any required
reserves, (iii) paying capitalized interest on the Bonds, if any, and (iv) paying certain costs and
expenses related to the issuance of the Bonds (collectively, the “Project’”’);

4874-6921-4471.4

WHEREAS, the Facilities will be initially owned and operated by CMC Steel Fabricators,
Inc., a wholly owned subsidiary of Commercial Metals Company;

WHEREAS, the Bonds, including an initial tranche in an aggregate principal amount not
to exceed $150,000,000 (the “Series 2022 Bonds”) will be issued pursuant to an Indenture of Trust,
to be dated as of the first day of the month in which the Bonds are issued (the “Indenture”), between
the Issuer and U.S. Bank National Association, as trustee (the “Trustee”’), and the proceeds of the
Bonds will be used to make a loan to the Borrower pursuant to a Loan Agreement, to be dated as
of the first day of the month in which the Bonds are issued (the “Loan Agreement”), between the
Issuer and the Borrower;

WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Bonds are set forth in the Indenture and in the forms of the Bonds;

WHEREAS, the Bonds will be payable from the Trust Estate (as defined in the Indenture),
which will include, among other things, payments of principal of and interest on the Promissory
Note to be executed by the Borrower (the “Promissory Note’);

WHEREAS, the Series 2022 Bonds will be sold to the underwriters listed under that
certain Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Issuer and
Citigroup Global Markets Inc., as underwriter, upon the proposed terms and conditions set forth
in the Bond Purchase Agreement, to be accepted and approved by the Issuer and the Borrower;

WHEREAS, there have been prepared and presented to the Board of Directors of the Issuer
substantially final forms of the following documents which the Issuer proposes to approve,
authorize or enter into (collectively, the “Documents”): (a) the Indenture (including forms of
Bonds attached thereto); (b) the Loan Agreement (including the form of the Promissory Note
attached thereto); (c) the Bond Purchase Agreement; and (d) a draft of the Preliminary Official
Statement to be used in connection with the sale of the Series 2022 Bonds (together with such
modifications and/or insertion of final terms as shall be necessary to reflect the final terms of the
Series 2022 Bonds, the “Official Statement’);

WHEREAS, the issuance of the Series 2022 Bonds by the Issuer and the loan of the
proceeds of the Series 2022 Bonds to the Borrower to finance the Project will be in the furtherance
of the purposes of the Act and the Issuer, and in the public interest;

WHEREAS, the issuance of the authorized principal amount of the Bonds may not occur
prior to the expiration of the Initial Resolution which is set to occur 365 days following its
adoption, as previously extended (the “Expiration Date”), pursuant to the Initial Resolution;

WHEREAS, the Borrower now requests the Issuer to extend its approval from the
Expiration Date;

WHEREAS, the Issuer is willing to accommodate the Borrower’s request as described in
these recitals, subject to the limitations set forth herein; and

WHEREAS, it appears that each of the instruments above referred to as now before this
meeting is in appropriate form to be approved for the purposes intended or approved.

2
4874-6921-4471.4

NOW, THEREFORE, BE IT RESOLVED, by The Industrial Development Authority
of the County of Maricopa, as follows:

Section 1. The Issuer finds and determines: (a) the Project constitutes a “project” as
defined in the Act; and (b) the issuance of the Bonds and the making of the Loan to the Borrower
for the purposes of financing the Project are in furtherance of the purposes of the Act and the
Issuer, are in the public interest, and will provide a benefit within the State.

Section 2. Subject to and conditioned upon the satisfaction of the conditions listed in
Section 13, the Issuer hereby finds and determines that the issuance of the Bonds as provided in
the Indenture will promote the purposes of the Act and is hereby approved and authorized.

Section 3. The Authority hereby grants an extension of the Initial Resolution for an
indefinite period of time needed to issue the Bonds. This extension of approval is subject to all
terms and conditions of the Initial Resolution and to such changes as are set forth herein.

Section 4. The issuance and sale of the Bonds pursuant to a plan of finance in one or
more tax-exempt and/or taxable series in an aggregate principal amount not to exceed
$450,000,000, including an initial tranche in an aggregate principal amount of not to exceed
$150,000,000 (the “Series 2022 Bonds”) is hereby authorized and approved as revenue bonds to
be designated “The Industrial Development Authority of the County of Maricopa Exempt
Facilities Revenue Bonds (Commercial Metals Company Project),” (or as otherwise set forth in
the Indenture), in one or more tax-exempt and/or taxable series. The Series 2022 Bonds shall be
dated, be in fully registered form, and be transferable as provided in the Indenture (as executed
and delivered by and on behalf of the Issuer). The Series 2022 Bonds shall mature, bear interest
at such rate or rates and shall be subject to the redemption at the times and at the amounts set forth
in the Indenture (as executed and delivered), provided that the Series 2022 Bonds shall not mature
later than 40 years from the date of issuance. The Series 2022 Bonds shall bear interest from the
date thereof at the rate calculated from time to time in accordance with the Indenture, such initial
rates not to exceed 10 percent and payable at such times as provided in the Indenture (as executed
and delivered). Principal of and premium, if any, on the Series 2022 Bonds shall be payable at the
designated principal corporate trust office of the Trustee or its successor in trust, and interest
thereon shall be payable to each owner of any Series 2022 Bonds as otherwise provided in the
Indenture.

Section 5. The forms, terms and provisions of the Series 2022 Bonds, in the form
contained in the Indenture, subject to appropriate insertion and revision in order to comply with
the provisions of the Indenture, are hereby approved and, when the same are executed on behalf
of the Issuer in the manner contemplated by the Indenture and this Resolution shall represent the
approved form of Series 2022 Bonds of the Issuer. The Series 2022 Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of its President and attested with the
manual or facsimile signature of the Secretary, all as provided in the Indenture, and the President
or any other officer of the Issuer shall cause the Series 2022 Bonds, as so executed and attested, to
be delivered to the Trustee for authentication.

Section 6. The form, terms and provisions of the Indenture (including exhibits and
appendices thereto) are in all respects approved, and any officer of the Issuer or the Executive

4874-6921-4471.4

Director of the Issuer (each an “Authorized Officer”) is hereby authorized, empowered and
directed to execute, attest and deliver the Indenture in the name and on behalf of the Issuer and
thereupon to cause the Indenture to be delivered to the Trustee. The Indenture is to be in
substantially the form now before the Issuer at this meeting and hereby approved, or with such
changes therein as shall be approved by the officers of the Issuer executing the same, their
execution thereof to constitute conclusive evidence of their approval of any and all changes or
revisions therein from the form of Indenture now before this meeting. From and after the execution
and delivery of the Indenture, the officers, Executive Director, agents and employees of the Issuer
are hereby authorized, empowered and directed to do all such acts and things and to execute all
such other documents, instruments and certificates as may be necessary to carry out and comply
with the provisions of the Indenture (as executed and delivered).

Section 7. The form, terms and provisions of the Loan Agreement (including exhibits
and appendices thereto) are in all respects approved, and any Authorized Officer is hereby
authorized, empowered and directed to execute, attest and deliver the Loan Agreement in the name
and on behalf of the Issuer and thereupon to cause the Loan Agreement to be delivered to the
Trustee. The Loan Agreement is to be in substantially the form now before the Issuer at this
meeting and hereby approved, or with such changes therein as shall be approved by the Authorized
Officers of the Issuer executing the same, their execution thereof to constitute conclusive evidence
of their approval of any and all changes or revisions therein from the form of Loan Agreement
now before this meeting. From and after the execution and delivery of the Loan Agreement, the
officers, Executive Director, agents and employees of the Issuer are hereby authorized, empowered
and directed to do all such acts and things and to execute all such other documents, instruments
and certificates as may be necessary to carry out and comply with the provisions of the Loan
Agreement (as executed and delivered).

Section 8. The sale of the Series 2022 Bonds in the aggregate principal amount of not
to exceed $150,000,000 to the underwriters listed in the Bond Purchase Agreement, the exact
principal amount of each series of the Series 2022 Bonds to appear in the Bond Purchase
Agreement (as executed and delivered), and maturing, bearing interest and being subject to prior
redemption as provided in the Indenture (as executed and delivered) is hereby authorized and
approved. The form, terms and provisions of the Bond Purchase Agreement are in all respects
approved, and any Authorized Officer is hereby authorized, empowered and directed to execute
and deliver the Bond Purchase Agreement in the name and on behalf of the Issuer. The Bond
Purchase Agreement is to be in substantially the form now before the Issuer at this meeting and
hereby approved, or with such changes or revisions therein from the form of Bond Purchase
Agreement now before this meeting as shall be required by legal counsel to the Issuer. From and
after the execution and delivery of the Bond Purchase Agreement, the officers, Executive Director,
agents and employees of the Issuer are hereby authorized, empowered and directed to do all such
acts and things and to execute all such other documents, instruments and certificates as may be
necessary to carry out and comply with the provisions of the Bond Purchase Agreement (as
executed and delivered).

Section 9. The lawful use and distribution of the Official Statement relating to the
original issuance of the Series 2022 Bonds and any amendments thereof or supplements thereto,
is hereby authorized. Except for information contained under the captions “THE ISSUER” and
“LITIGATION-The Issuer,” as such captions relate to the Issuer in the Official Statement, the

4

4874-6921-4471.4

Issuer has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness
of any statements in the Official Statement or any amendments thereof or supplements thereto, or
in any reports, financial information, offering or disclosure documents or other information
relating to the Project, the Borrower, or the history, businesses, properties, organization,
management, financial condition, market area or any other matter relating to the Borrower or
otherwise contained in the Official Statement.

Section 10. The Series 2022 Bonds shall be payable solely from the receipts and
revenues received by, or on behalf of, the Issuer pursuant to the Indenture. Nothing contained in
this Resolution, any of the Documents, or any other agreement, certificate, document, or
instrument executed in connection with the issuance of the Series 2022 Bonds shall be construed
as obligating the Issuer (except as a special, limited obligation to the extent provided in such
documents or instruments) or obligating the County, or as incurring a charge upon the general
credit of the Issuer or of the County, nor shall the breach of any agreement contemplated by this
Resolution, any of the Documents, or any other instrument or documents executed in connection
therewith impose any charge upon the general credit of the Issuer or of the County. The Issuer has
no taxing power.

Prior to the issuance of the Series 2022 Bonds, the Issuer has issued, and subsequent to the
issuance of the Series 2022 Bonds, the Issuer may issue bonds in connection with the financing of
other projects (such bonds together with any bonds issued by the Issuer between this date and the
issuance of the Series 2022 Bonds shall be referred to herein as the “Other Bonds”). Any pledge,
mortgage, or assignment made in connection with the Other Bonds shall be protected, and any
funds pledged or assigned for payment of principal, premium, if any, or interest on the Other Bonds
shall not be used for the payment of principal, premium, if any, or interest on the Series 2022
Bonds. Any pledge, mortgage, or assignment made in connection with the Series 2022 Bonds
shall be protected, and no funds pledged or assigned for the payment of the Series 2022 Bonds
shall be used for the payment of principal, premium, if any, or interest on the Other Bonds.

Section 11. At the request of the Borrower, U.S. Bank National Association is hereby
designated, approved and confirmed to act as trustee, paying agent and bond registrar under the
Indenture.

Section 12. At the request of the Borrower, Citigroup Global Markets, Inc. is hereby
designated, approved and confirmed to act as the representative of itself and the other underwriters
under the Bond Purchase Agreement.

Section 13. | The Series 2022 Bonds shall not be issued unless and until:

(a) The Borrower has complied fully with all applicable provisions of the
Issuer’s Procedural Policies and Financing Application Guidelines, as adopted on July 17,
2018 and superseding all prior procedures and guidelines of the Issuer (the “Procedural
Policies’), relating to the issuance and sale of the Series 2022 Bonds, including the
submission of Legal Proceedings, as required by Section II.D of the Procedural Policies,
in form and substance satisfactory to the Issuer.

4874-6921-4471.4

(b) The Borrower has made arrangements satisfactory to the Issuer as to the
payment of the Issuer’s annual administrative fee.

(c) The County approves the plan of finance and issuance of the Bonds pursuant
to (i) Section 35-721.B of the Act (solely with respect to the Series 2022 Bonds), and (ii)
Section 147(f) of the Internal Revenue Code of 1986.

(d) The Arizona Attorney General approves the issuance of the Series 2022
Bonds in the manner contemplated by A.R.S. § 35-721.

(e) On or prior to the closing, the Issuer shall receive an opinion from Bond
Counsel, in a form acceptable to the Issuer, to the effect that interest on any tax-exempt
series of the Series 2022 Bonds will be exempt from federal and State income taxes.

169) On or prior to closing, the Borrower shall deliver an opinion or opinions,
addressed and in form acceptable to the Issuer, to the effect that any offering materials
distributed in connection with the offer and sale of the Series 2022 Bonds are correct and
complete in all material respects, and do not contain any untrue statements of material fact
or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading.

(g) If the Series 2022 Bonds are to be privately placed, the ultimate purchaser
of the Series 2022 Bonds should submit an investment letter (or the equivalent
representations) to the Issuer including representations that they have performed their own
due diligence of the Project, and will purchase and hold the Series 2022 Bonds as a private
placement. Any subsequent resale of the Series 2022 Bonds must be restricted to
accredited investors or qualified institutional buyers.

(h) If the Series 2022 Bonds are to be offered publicly, they must obtain an
investment grade rating acceptable to the Issuer and its legal counsel from a nationally
recognized rating agency. If such a rating is not obtained, (a) the offer, sale and any
subsequent transfer of the Series 2022 Bonds must be limited to “accredited investors”
within the meaning of Rule 501 of Regulation D or “qualified institutional buyers” within
the meaning of Rule 144A, promulgated under the Securities Act, (b) the Issuer must
receive investment letters from the initial purchasers or the underwriter in form and
substance satisfactory to the Issuer’s legal counsel, and (c) the Series 2022 Bonds must be
issued in minimum denominations of $100,000 and integral multiples of $5,000 in excess
thereof.

(i) The Issuer, its officers and directors, and the County, must be provided with
full indemnification in connection with the issuance and sale of the Series 2022 Bonds, in
form and substance satisfactory to the Issuer’s legal counsel, from a credit-worthy source
acceptable to the Issuer.

qj) Legal counsel to the Issuer must receive such documents, legal opinions,
certificates and other proceedings as are necessary and advisable to evidence compliance

6
4874-6921-4471.4

by the Borrower and the other financing participants with the Issuer’s policies and
procedures and applicable federal and State laws.

(k) Prior to closing, the Borrower must submit final copies of all the required
legal opinions, certificates, documents and other proceedings required herein. All legal
opinions, certificates, documents and other proceedings will be in compliance with the
provisions hereof only if they are in all material respects satisfactory to the Issuer’s legal
counsel as to which the legal counsel shall act reasonably.

Section 14. | From and after the execution and delivery of the Documents herein
approved, Authorized Officers are hereby empowered and directed to do all such acts and things
and to execute all such documents as may be necessary in connection with the issuance and sale
of the Series 2022 Bonds or to carry out and comply with the provisions of aforesaid approved
documents as executed and delivered, including, without limitation, the execution of instructions
relating to the investment of funds and use of the proceeds of the Series 2022 Bonds and all other
documents and certificates relating to the tax-exempt status of interest on the Series 2022 Bonds.

Section 15. | None of the members of the governing body of the Issuer nor any director,
officer, official employee or agent of the Issuer shall be subject to any personal liability or
accountability by reason of the issuance thereof.

Section 16. _ In the event of the inability or unavailability of any official of the Issuer to
perform any duty assigned to such official by the terms of this Resolution, any officer of the Issuer
or the Executive Director of the Issuer authorized to act for such official is hereby authorized and
directed to do so.

Section 17. The liability of the Issuer with respect to the Documents or any other
document executed in connection with the transactions contemplated hereby shall be limited as
provided in the Act and such documents.

Section 18. All actions (not inconsistent with the provisions of this Resolution)
heretofore taken by or at the direction of the Issuer and its directors, officers, counsel, advisors or
agents directed toward the sale and issuance of the Series 2022 Bonds are hereby approved and
ratified.

Section 19. | The provisions of this Resolution are hereby declared to be separable, and
if any action, phrase or provision shall for any reason be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections, phrases and provisions.

Section 20. __ It is found and determined that all formal actions of the Issuer and its Board
of Directors concerning and relating to the adoption of this Resolution were adopted in an open
meeting and that all deliberations that resulted in those formal actions were in meetings open to
the public, in compliance with all requirements of the State and the Issuer.

Section 21. The provisions of this Resolution shall be in full force and effect from and
after its passage as provided by law.

4874-692 1-4471.4

Section 22... Any provisions of the Issuer’s Bylaws, Procedural Policies, or prior
resolutions inconsistent herewith are waived to the extent only of such inconsistency. This waiver
shall not be construed as repealing any such Bylaws, Procedural Policies, or resolution or any part
thereof.

Section 23. Notice of A.R.S. § 38-511 is hereby given. The provisions of said statute
are by this reference incorporated herein to the extent of their applicability to matters contained
herein under the laws of the State.

Section 24. This Resolution shall be effective immediately.

[Remainder of page intentionally left blank.]

4874-6921-4471.4

PASSED, ADOPTED, AND APPROVED on January 20, 2022.

4874-6921-4471.4

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

Lf edtac bene tl
By: —

Authorized Officer

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF
SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF
ITS EXEMPT FACILITIES REVENUE BONDS (COMMERCIAL METALS
COMPANY PROJECT), IN ONE OR MORE TAX-EXEMPT AND/OR
TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $450,000,000

WHEREAS, The Industrial Development Authority of the County of Maricopa (the
“Issuer”) is a nonprofit corporation designated a political subdivision of the State of Arizona
incorporated with the approval of the County of Maricopa, empowered under the Industrial
Development Financing Act, A.R.S. § 35-701 et seq. (the “Act”), to issue revenue bonds for the
purposes set forth in the Act, including the making of secured or unsecured loans for the purpose
of financing or refinancing the acquisition, construction, improvement or equipping of a “project”
(as defined in the Act);

WHEREAS, the Issuer proposes to issue its Exempt Facilities Revenue Bonds
(Commercial Metals Company Project), (the “Bonds”), in one or more tax-exempt and/or taxable
series, in an aggregate principal amount not to exceed $450,000,000, including an initial tranche
in an amount not to exceed $150,000,000 (the “Series 2022 Bonds’) for the benefit of Commercial
Metals Company, a Delaware corporation (together with any related entities, subsidiaries,
designees and/or assignees, including CMC Steel Fabricators, Inc., a Texas corporation, the
“Borrower”);

WHEREAS, the proceeds of the Bonds will be loaned by the Issuer to the Borrower for
the purposes of: (i) financing and/or refinancing a portion of the costs of the acquisition,
construction, improvement, equipping and/or operation, as applicable, of a steel micro mill for the
manufacturing of rebar and merchant bar exclusively from recycled ferrous materials to be situated
on an approximately 83.6 acre site located at 11444 East Germann Road, Mesa, Maricopa County,
Arizona 85212 (the “Facilities”, (ii) funding any required reserves, (iii) paying capitalized interest
on the Bonds, if any, and (iv) paying certain costs and expenses related to the issuance of the Bonds
(collectively, the “Project”);

WHEREAS, the Facilities will be initially owned and operated by CMC Steel Fabricators,
Inc., a wholly owned subsidiary of Commercial Metals Company;

WHEREAS, on January 20, 2022, the Issuer resolved (the “Issuer’s Resolution”) to issue
the Bonds, the Issuer’s Resolution being conditioned upon, among other things, the granting of
approval to the issuance of the Bonds by the Maricopa County Board of Supervisors;

WHEREAS, the Issuer’s Resolution has been made available to the Maricopa County
Board of Supervisors, and the Issuer’s Resolution has been duly considered this date;

WHEREAS, the Issuer’s Resolution authorizes, among other things, the issuance and sale
of the Bonds, including the Series 2022 Bonds, the execution and delivery of an Indenture of Trust
(the “Indenture”), and related financing documents as well as such other documents as required
for the issuance of the Series 2022 Bonds;

4860-0900-6855.3

WHEREAS, the terms, maturities, provisions for redemption, security, and sources of
payment for the Series 2022 Bonds are set forth in the Indenture and in the form of the Series 2022
Bonds;

WHEREAS, copies of the documents providing for the issuance of the Series 2022 Bonds
have been made available to the Maricopa County Board of Supervisors, together with the Issuer’s
Resolution;

WHEREAS, the Maricopa County Board of Supervisors has been informed that the
documents have been reviewed by competent Bond Counsel, Kutak Rock LLP, and Bond Counsel
has determined that the documents adequately meet the requirements of the Act and the Internal
Revenue Code of 1986 (the “‘Code’’);

WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Issuer under
which the Series 2022 Bonds are to be issued require the approval of the Maricopa County Board
of Supervisors for the issuance of the Series 2022 Bonds;

WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of
Supervisors must approve the plan of finance and issuance of the Bonds after a public hearing
following reasonable public notice;

WHEREAS, following publication of a Notice of Public Hearing on the website of the
Issuer, (the “‘Notice”) a public hearing with respect to the Bonds and the location and nature of the
Facilities to be financed was held telephonically by the Issuer, pursuant to Section 147(f) of the
Code and IRS Revenue Procedures 2020-21 and 2021-39, on January 19, 2022, (the “Public
Hearing”’), and a copy of the Notice is attached hereto and made a part of this Resolution;

WHEREAS, a report of the Public Hearing has been presented to and considered by the
Maricopa County Board of Supervisors; and

WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa
County Board of Supervisors with respect to the issuance of the Bonds pursuant to (i) Section 35-
721.B of the Act (solely with respect to the Series 2022 Bonds), and (ii) Section 147(f) of the
Code.

NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD
OF SUPERVISORS, as follows:

1. The plan of finance and issuance by the Issuer of the Bonds, in one or more tax-
exempt and/or taxable series, in an aggregate principal amount not to exceed $450,000,000,
including the Series 2022 Bonds in an aggregate principal amount of not to exceed $150,000,000,
is approved for all purposes under the Act and the Code.

2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things and to execute and deliver all such documents on
behalf of the Maricopa County Board of Supervisors as may be necessary or desirable to effectuate
the intent of this Resolution and the Issuer’s Resolution in connection with the issuance of the
Bonds.

4860-0900-6855.3

ADOPTED AND APPROVED on January 26, 2022.

Chairman, Maricopa County Board of Supervisors

ATTEST:

Clerk, Maricopa County Board of Supervisors

4860-0900-6855.3

NOTICE OF PUBLIC HEARING

PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically
by an authorized representative of The Industrial Development Authority of the County of
Maricopa (the “Issuer”) on January 19, 2022, commencing at 9:30 a.m., MST, via the toll-free
dial-in number of 1-800-322-6099; enter code 9596846 and Press #, regarding the advisability of
the proposed issuance by the Issuer in accordance with Title 35, Chapter 5, Section 35-701 et seq.,
Arizona Revised Statutes, as amended (the “Act”), of the Issuer’s Exempt Facilities Revenue
Bonds (Commercial Metals Company Project), Series 2022 (the “Bonds”) pursuant to a plan of
finance in an aggregate principal amount not to exceed $450,000,000, in one or more tax-exempt
and/or taxable series.

The proceeds of the Bonds will be used to make a loan to Commercial Metals Company, a
Delaware corporation (or any related entities, subsidiaries, designees and/or assignees, including
CMC Steel Fabricators, Inc., a Texas corporation, the “Borrower’) to (i) finance and/or refinance
a portion of the costs of the acquisition, construction, improvement, equipping and/or operation,
as applicable, of a qualified “solid waste disposal facility” within the meaning of Section 142(a)(6)
of the Internal Revenue Code of 1986, as amended (the “Code’), consisting of a steel micro mill
for the manufacturing of rebar and merchant bar exclusively from recycled ferrous materials (the
“Facilities”) to be situated on an approximately 83.6 acre site located at 11444 East Germann Road,
Mesa, Maricopa County, Arizona 85212, (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 (collectively, the “Project’).

The Facilities will be initially owned and operated by CMC Steel Fabricators, Inc., a Texas
corporation and a wholly owned subsidiary of Commercial Metals Company.

The Bonds will be limited obligations of the Issuer payable solely from revenues, receipts,
and security pledged to its payment. The principal of, premium, if any, and interest on the Bonds
will not constitute an indebtedness or liability of the Issuer, the County of Maricopa, Arizona, the
State of Arizona, or any political subdivision of the State of Arizona, or a charge against their
general credit or any taxing powers, but shall be payable solely from the sources provided for in
the proceedings pursuant to which the Bonds are issued. The Issuer has no taxing power.

This public notice is posted pursuant to the requirements of Section 147(f) of the Code and
the toll-free telephonic hearing will be held in accordance with IRS Revenue Procedures 2020-21
and 2021-39. Any interested persons may attend this telephonic hearing using the dial-in
information above or send written comments and make known their view with respect to the
Bonds, the plan of financing, the location and nature of the Facilities, and the Project to be
financed. Any written comments should be submitted to The Industrial Development Authority
of the County of Maricopa, c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix,
Arizona 85003, Attention: President, and clearly marked: “Commercial Metals Company
Project.” Written submissions should be mailed in sufficient time to be received before the time
of the hearing.

Date of Notice: January 10, 2022
THE INDUSTRIAL DEVELOPMENT

AUTHORITY OF THE COUNTY OF
MARICOPA

4860-0900-6855.3

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA

REPORT OF PUBLIC HEARING WITH RESPECT TO
NOT TO EXCEED $450,000,000
OF
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA
EXEMPT FACILITIES REVENUE BONDS
(COMMERCIAL METALS COMPANY PROJECT)
SERIES 2022

On Wednesday, January 19, 2021, commencing at approximately 9:30 a.m., MST, the
undersigned, on behalf of The Industrial Development Authority of the County of Maricopa
(the “Authority”), conducted a Public Hearing pursuant to the requirements of Section 147(f) of
the Internal Revenue Code of 1986, as amended, regarding the proposed issuance by the
Authority of its Exempt Facilities Revenue Bonds (Commercial Metals Company Project),
Series 2022 (the “Bonds’’), in one or more tax-exempt and/or taxable series, in an aggregate
principal amount not to exceed $450,000,000. The Public Hearing was held telephonically via
the toll-free dial-in number of 1-800-322-6099, entering code 9596846 and pressing #.

The Notice of Public Hearing was published on the MCIDA.com website on January 10,
2022, and a copy of the proof of publication of Notice of Public Hearing is attached to this
report.

At the time and place set for the Public Hearing, I announced that the Public Hearing was
opened and asked if there were interested persons wishing to comment and be heard with respect
to the proposed issuance of Bonds.

No persons appeared at the Public Hearing requesting to comment or be heard with
regard to the matters for which the Public Hearing was conducted and no written comments or
submissions were received prior to the Public Hearing, whereupon I declared the Public Hearing
closed.

DATED: January 19, 2022.

Jéun J. Fries, Legal Counsel
The Industrial Development Authority

of the County of Maricopa

4874784. 1
01/19/22

CERTIFICATE OF POSTING PUBLIC HEARING NOTICE

The notice of public hearing (the “Notice”) attached hereto as Exhibit A was published
on the website of The Industrial Development Authority of the County of Maricopa (the
“Authority”) located on the Home Page at http://www.mcida.com on January 10, 2022. The
Notice was published in an area of the Authority’s website that is used to inform the residents of
Maricopa County, Arizona about public hearings to be held by the Authority affecting the
residents and that is clearly identified and accessible to members of the general public seeking
information concerning the plan of finance described in the Notice. Evidence of the website
publication of the Notice is included with Exhibit B attached hereto. The Notice remained
published on the Authority’s website continuously through the date of the public hearing
described in the Notice.

IN WITNESS WHEREOF, the undersigned, on behalf of the Authority, has set her hand
as of the date first written above.

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA

By: > nae

Janis L. Larson
Administrator

4874535.1
01/10/22

EXHIBIT A
TO CERTIFICATE OF PUBLICATION

NOTICE OF PUBLIC HEARING

(Attached)

NOTICE OF PUBLIC HEARING

PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held telephonically
by an authorized representative of The Industrial Development Authority of the County of
Maricopa (the “Issuer”) on January 19, 2022, commencing at 9:30 a.m., MST, via the toll-free
dial-in number of 1-800-322-6099; enter code 9596846 and Press #, regarding the advisability of
the proposed issuance by the Issuer in accordance with Title 35, Chapter 5, Section 35-701 et
seq., Arizona Revised Statutes, as amended (the “Act’”), of the Issuer’s Exempt Facilities
Revenue Bonds (Commercial Metals Company Project), Series 2022 (the “Bonds”) pursuant to a
plan of finance in an aggregate principal amount not to exceed $450,000,000, in one or more
tax-exempt and/or taxable series.

The proceeds of the Bonds will be used to make a loan to Commercial Metals Company,
a Delaware corporation (or any related entities, subsidiaries, designees and/or assignees,
including CMC Steel Fabricators, Inc., a Texas corporation, the “Borrower’”) to (i) finance and/or
refinance a portion of the costs of the acquisition, construction, improvement, equipping and/or
operation, as applicable, of a qualified “solid waste disposal facility” within the meaning of
Section 142(a)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), consisting of
a steel micro mill for the manufacturing of rebar and merchant bar exclusively from recycled
ferrous materials (the “Facilities”) to be situated on an approximately 83.6 acre site located at
11444 East Germann Road, Mesa, Maricopa County, Arizona 85212, (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 (collectively, the “Project”).

The Facilities will be initially owned and operated by CMC Steel Fabricators, Inc., a
Texas corporation and a wholly owned subsidiary of Commercial Metals Company.

The Bonds will be limited obligations of the Issuer payable solely from revenues,
receipts, and security pledged to its payment. The principal of, premium, if any, and interest on
the Bonds will not constitute an indebtedness or liability of the Issuer, the County of Maricopa,
Arizona, the State of Arizona, or any political subdivision of the State of Arizona, or a charge
against their general credit or any taxing powers, but shall be payable solely from the sources
provided for in the proceedings pursuant to which the Bonds are issued. The Issuer has no taxing

power.

This public notice is posted pursuant to the requirements of Section 147(f) of the Code
and the toll-free telephonic hearing will be held in accordance with IRS Revenue Procedures
2020-21 and 2021-39. Any interested persons may attend this telephonic hearing using the dial-
in information above or send written comments and make known their view with respect to the
Bonds, the plan of financing, the location and nature of the Facilities, and the Project to be
financed. Any written comments should be submitted to The Industrial Development Authority
of the County of Maricopa, c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix,
Arizona 85003, Attention: President, and clearly marked: “Commercial Metals Company
Project.” Written submissions should be mailed in sufficient time to be received before the time

of the hearing.

Date of Notice: January 10, 2022

THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF
MARICOPA

4885-2244-3015.3

EXHIBIT B
TO CERTIFICATE OF PUBLICATION

EVIDENCE OF PUBLICATION

(Attached)

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