FORM 6-K

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

 

Dated July 14, 2015

 

Commission File Number 1-14878

 

GERDAU S.A.

(Exact Name as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name)

 

Av. Farrapos 1811

Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005

(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 o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o                    No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable.

 

 

 



 

SIGNATURES

 

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

 

Date: July 14, 2015

 

 

 

 

GERDAU S.A.

 

 

 

 

 

By:

/s/ André Pires de Oliveira Dias  

 

 

Name:

André Pires de Oliveira Dias  

 

 

Title:

Executive Vice President Investor Relations Officer

 

2



 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

 

 

 

99.1

 

Material Fact, July 14, 2015

 

3




Exhibit 99.1

 

 

GERDAU S.A.

 

SEIVA S.A. Florestas e Indústrias

CNPJ/MF: 33.611.500/0001-19

 

CNPJ/MF: 87.043.832/0001-73

NIRE: 33300032266

 

NIRE: 43300002527

 

MATERIAL FACT

 

Gerdau S.A. and Seiva S.A. Florestas e Indústrias, pursuant to Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) on January 3, 2002, as amended, in connection with the initiatives required to adjust Gerdau to the currently highly competitive scenario and simplify its processes and ownership structure, announce to their shareholders and the market that:

 

(i) Project Gerdau 2022: to capture greater strategic and operating synergies in the customer service operations for the South American, North American and Brazilian markets: (a) the operations in Mexico and the Joint Ventures in the Dominican Republic, Guatemala and Mexico will become part of the North America Business Operation, which is currently formed by the long steel operations in Canada and United States; (b) the South America Business Operation is being created, which will be formed by the long steel operations in Argentina, Chile, Colombia, Peru, Venezuela and Uruguay; (c) the Iron Ore operations will become part of the Brazil Business Operation, which is currently formed by the long and flat steel operations in Brazil and the metallurgical coal and coke operations in Colombia: (d) the Special Steel Business Operation will remain unchanged, which is formed by the special steel operations in Brazil, Spain, United States and India. The changes aforementioned will be presented in the 3Q15 results.

 

(ii) In another step of this process, the Boards of Directors of Gerdau S.A. and Seiva S.A. Florestas e Indústrias authorized their respective management to assess alternatives for merging into Gerdau S.A. the companies Seiva S.A. Florestas e Indústrias, Gerdau América Latina Participações S.A. and Itaguaí Comércio, Importação e Exportação Ltda., during the second half of 2015.

 

(iii) To enable the simplification and unify the interests in the closely held operating companies in Brazil at Gerdau S.A., with a view to the potential transformation of these companies, in the future, into wholly owned subsidiaries and/or their merger; consolidate the earning of dividends; and facilitate access to capital markets, the Board of Directors of Gerdau S.A. approved the acquisition of minority interests in the following companies:

 

 

 

Number of Shares

 

Percentage of the Share Capital

 

Subsidiary

 

Acquired

 

of the Subsidiary Acquired

 

Gerdau Aços Longos S.A

 

9,569,182

 

4.77

%

Gerdau Açominas S.A.

 

8,805,460

 

3.50

%

Gerdau Aços Especiais S.A.

 

8,805,460

 

2.39

%

Gerdau América Latina Participações S.A.

 

8,805,460

 

4.90

%

 

These acquisitions of equity interests, in the aggregate amount of R$ 1,986 million, will enable Gerdau S.A. to hold more than 99% of the total capital of each of the subsidiaries and, once all conditions of the respective purchase agreements are fulfilled, will be paid as follows: (a) cash payment in the amount of R$ 339 million, using immediately available funds; (b) assignment and transfer of 30 million preferred shares of Gerdau S.A. (GGBR4), held in treasury, in the amount of R$ 206 million; (c) exchange of a share of a Non Standardized Credit Right Investment Fund, constituted and duly authorized to operate by the Securities and Exchange Commission of Brazil (“FIDC NP Barzel”), whose portfolio is formed by a single type of credit right owned by the Company arising from lawsuits claiming the collection of differences in the monetary restatement of the

 



 

principal, compensatory interest, interest on arrears and other ancillary revenues owed by Eletrobrás — Centrais Elétricas Brasileiras S.A. as a result of the compulsory loan paid between 1977 and 1993 by industrial power consumers (“Credit Rights”), subscribed by the Company and paid-up, free of any burden or encumbrance, in the amount of R$ 802 million; and (d) installment payments due in 2016, 2017, 2019, 2021 and 2022, in the aggregate amount of R$ 639 million. In this context, the Board of Directors also approved the assignment of the Credit Rights to FIDC NP Barzel, as well as the exchange of the portion forming the price, as mentioned above.

 

Porto Alegre, July 14, 2015

 

Andre Pires de Oliveira Dias

Executive Vice President

Investor Relations Director

 


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