Worthington Industries' (WOR) Board Approves Separation of Worthington Steel

Worthington Industries, Inc. (“Worthington Industries” or the “Company”) (NYSE: WOR), a leading industrial manufacturer, today announced that its Board of Directors (the “Board”) approved the previously announced separation of its Steel Processing business, Worthington Steel, Inc. (“Worthington Steel”) via a spin-off that is generally intended to be tax-free to shareholders for U.S. federal income tax purposes. The Board declared a pro rata distribution of 100% of the outstanding common shares of Worthington Steel to Worthington Industries shareholders of record as of the close of business on November 21, 2023 (the “Record Date”). The distribution is expected to be payable prior to market open on December 1, 2023 (“Distribution Date”). As a result of the distribution, Worthington Industries shareholders will receive one common share of Worthington Steel for every one common share of Worthington Industries they hold on the Record Date. No action is required by Worthington Industries shareholders to receive the distributed common shares of Worthington Steel.

The Company expects “when-issued” trading of Worthington Steel common shares to begin on November 28, 2023, on the New York Stock Exchange (“NYSE”), under the symbol “WS WI.” The “when-issued” trading market is a market for the yet-to-be-issued Worthington Steel common shares that will be distributed to holders of Worthington Industries on the Distribution Date. Shareholders who own Worthington Industries common shares at the close of business on the Record Date will be entitled to receive shares of Worthington Steel in the distribution, but they can trade this entitlement separately from their Worthington Industries common shares in the “when-issued” market. “Regular-way” trading of Worthington Steel common shares is expected to begin on the NYSE on December 1, 2023, under the symbol “WS.” On December 1, 2023, Worthington Industries will also be renamed Worthington Enterprises, Inc. and will continue to trade on the NYSE under the ticker symbol “WOR.”

Worthington Steel

Following the planned separation, Worthington Steel will be a market-leading steel processor and producer of electrical steel laminations and automotive lightweighting solutions. Worthington Steel expects to maintain a strong balance sheet and continue its balanced approach to capital allocation. In addition to attractive growth opportunities through strategic capital investments, Worthington Steel will be well-positioned to capitalize on growth opportunities from the anticipated global shift toward electrified vehicles.

“This is an exciting step toward Worthington Steel’s launch as an independent company,” said Geoff Gilmore, executive vice president and chief operating officer, Worthington Industries, and the future chief executive officer of Worthington Steel. “Our sharpened strategic focus is expected to fuel our growth in the electrification, sustainability and infrastructure markets, and we look forward to capitalizing on new growth opportunities as a standalone organization.”

Worthington Enterprises

Following the planned separation, Worthington Enterprises will be a market-leading designer and manufacturer of innovative Building Products, Consumer Products and Sustainable Energy Solutions. As a more focused company, Worthington Enterprises will be well-positioned to capitalize on key trends in sustainability, technology, remodeling and construction and outdoor living. Worthington Enterprises will continue to pursue a growth strategy focused on leveraging its robust new product pipeline of innovative, sustainable, tech-enabled solutions to disrupt mature markets.

Andy Rose, president and chief executive officer, Worthington Industries, and future chief executive officer of Worthington Enterprises, said, “Today’s announcement marks one of the final milestones for our planned separation of Steel Processing, as we turn one great company into two. We look forward to completing this transaction as we build on our shared legacy and create two distinct, market-leading companies with strong cash flows and compelling growth opportunities.”

Additional Information About the Distribution

Worthington Industries shareholders who hold Worthington Industries common shares on the Record Date will either receive a book-entry account statement reflecting their ownership of Worthington Steel common shares, or their brokerage account will be credited with Worthington Steel shares, without any further action. The shares are expected to be credited to “street name” shareholders through the Depository Trust Corporation (DTC) on the Distribution Date.

Fractional common shares of Worthington Steel will not be distributed to Worthington Industries shareholders. Instead, the fractional common shares of Worthington Steel will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Worthington Industries shareholders who otherwise would have received fractional common shares of Worthington Steel.

An information statement containing details regarding the distribution of Worthington Steel common shares and Worthington Steel’s business and management following the consummation of the distribution will be mailed to Worthington Industries shareholders prior to the Distribution Date. The distribution of Worthington Steel common shares remains subject to the satisfaction or waiver of customary conditions, including the Securities and Exchange Commission (“SEC”) having declared effective Worthington Steel’s Registration Statement on Form 10, as amended, which Worthington Steel has filed with the SEC and is available at the SEC’s website at http://www.sec.gov, as described in the information statement.

Holders of Worthington Industries common shares are encouraged to consult with their financial advisors regarding the specific implications of selling Worthington Industries common shares on or before the Distribution Date.

For U.S. federal income tax purposes, U.S. shareholders of Worthington Industries (other than those subject to special rules) are generally not expected to recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional common shares of Worthington Steel. Worthington Industries shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.

WOR Trading Information

Worthington Industries common shares will continue to trade “regular way” on the NYSE under the symbol “WOR” through the Distribution Date. Worthington Industries expects that beginning November 28, 2023, there will be two markets in Worthington Industries common shares on the NYSE: “regular-way” under the symbol “WOR” and “ex-distribution” under the symbol “WOR WI.” Prior to the Distribution Date, Worthington Industries common shares that trade in the “regular-way” market will trade with the right to receive common shares of Worthington Steel on the Distribution Date. Common shares of Worthington Industries that trade in the “ex-distribution” market will trade without the right to receive common shares of Worthington Steel on the Distribution Date and will reflect the name change to Worthington Enterprises.

You May Also Be Interested In

• Evolution Petroleum closes $16M Midland Basin royalty acquisition
• Winnebago Industries extends $350M credit facility to 2031
• EShallGo closes $1.75M registered direct offering at $1 per share