Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

Dated November 21, 2024

 

Commission File Number 1-14878

 

GERDAU S.A.

(Translation of Registrant’s Name into English)

 

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  x      Form 40-F  ¨

 

 

 

 

 

 

Exhibit Index

 

Exhibit	Description of Exhibit
99.1	Notice to the Market, November 19, 2024
99.2	Notice to the Market, November 21, 2024

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  November 21, 2024

 

	GERDAU S.A.
	By:	/s/ Rafael Dorneles Japur
	Name:	Rafael Dorneles Japur
	Title:	Executive Vice President Investor Relations Director

 

 

 

Exhibit 99.1

 

 

Gerdau S.A.

Corporate Taxpayer ID (CNPJ) n.º 33.611.500/0001-19

Registry (NIRE) n.º 35300520696

 

NOTICE TO THE MARKET

 

Gerdau S.A. (B3: GGBR / NYSE: GGB) (“Company”) announces that the Board of Directors approved, on this date, its 18^th issuance of unsecured, non-convertible debentures, in up to two series, for a total amount of R$1,500,000,000.00 (“Debentures” and “Issuance”, respectively).

 

The Issuance will be the carried out by means of a public offering, under automatic registration procedure, pursuant to CVM Resolution No. 160, dated July 13, 2022, through the intermediation of financial institutions that are part of the securities distribution system, under a firm commitment underwriting arrangement for the entirety of the Debentures, and targeting professional investors. The main characteristics of Debentures are:

 

	Main Characteristics
	1st Série	2nd Série
Issuance Date	December 10, 2024
Maturity Date	4 years	7 years
Interest	DI Rate +0.50%	DI Rate + 0.64%
Volume (R$) and Quantity	The Bookbuilding Procedure will define the number of series and the number of Debentures to be allocated to each series and, consequently, the volume of each series, observing the system of interconnected vessels. A total of 1,500,000 Debentures will be issued

 

The net funds obtained by the Company from the issuance will be used for ordinary management business.

 

The general Issuance conditions are detailed in the minutes of the Meeting of the Company’s Board of Directors available on the websites of the Company’s Investor Relations and of CVM.

 

This notice to the market is for information purposes only under the terms of the regulations in force and does not constitute and should not be construed as any effort to sell the Debentures.

 

São Paulo, November 19, 2024

 

Rafael Dorneles Japur

Executive Vice-President and Investor Relations Officer

 

 

 

Exhibit 99.2

 

 

GERDAU S.A.

Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19

Registry (NIRE): 35300520696

 

NOTICE TO THE MARKET

 

Gerdau S.A. (B3: GGBR / NYSE: GGB) (“Company”) informs its shareholders and the market in general that it has entered into an agreement with Sumitomo Corporation and The Japan Steel Works Ltd. to acquire 39,53% and 1,74% of the total shares issued by Gerdau Summit Aços Fundidos e Forjados S.A. (“Gerdau Summit”), respectively. This acquisition will result in Gerdau holding 100% of Gerdau Summit’s share capital. The acquisition price is approximately USD 32.6 million, to be paid in cash using available resources by the closing date of the transaction.

 

Gerdau Summit, located in Pindamonhangaba, São Paulo, has an installed capacity of 40,000 tons of cast and forged steel, especially for the production of rolls and shafts in the steel, aluminum, sugar and ethanol, and energy sectors. The transaction is aligned with Gerdau’s strategy to generate greater synergy between its businesses and offer higher value-added products and services to its customers.

 

The transaction is expected to close in early 2025, after the verification of the fulfillment of customary conditions, including approval by competition authorities.

 

The Company will keep its shareholders and the market informed about the completion of the transaction.

 

São Paulo, November 21, 2024.

 

Rafael Dorneles Japur

Executive Vice-President and

Investor Relations Officer

 

 

 

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