EXHIBIT 10.19
EXECUTION COPY
REGISTRATION RIGHTS
AGREEMENT
by and among
California Steel Industries,
Inc.
and
Banc of America Securities
LLC
Goldman, Sachs &
Co.
CIBC World Markets
Corp.
Deutsche Bank Securities
Inc.
Dated as of March 22, 2004
REGISTRATION RIGHTS
AGREEMENT
This Registration Rights Agreement
(this “Agreement”) is made and entered into as of March
22, 2004, by and among California Steel Industries, Inc., a
Delaware corporation (the “Company”), and Banc of
America Securities LLC, Goldman, Sachs & Co., CIBC World
Markets Corp. and Deutsche Bank Securities Inc. (each an
“Initial Purchaser” and, collectively, the
“Initial Purchasers”), each of whom has agreed to
purchase the Company’s 6 1 / 8
% Senior Notes due 2014
(the “Initial Notes”) pursuant to the Purchase
Agreement (as defined below).
This Agreement is made pursuant to
the Purchase Agreement, dated as of March 9, 2004 (the
“Purchase Agreement”), by and among the Company and the
Initial Purchasers (i) for your benefit and for the benefit of each
other Initial Purchaser and (ii) for the benefit of the holders
from time to time of the Notes (including you and each other
Initial Purchaser). In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the
Initial Purchasers set forth in Section 5(h) of the Purchase
Agreement.
The parties hereby agree as
follows:
S ECTION 1.
Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:
Additional Interest Payment
Date: With respect to the
Initial Notes, each Interest Payment Date.
Broker-Dealer:
Any broker or dealer registered
under the Exchange Act.
Closing Date:
The date of this
Agreement.
Commission:
The Securities and Exchange
Commission.
Consummate:
A Registered Exchange Offer shall be
deemed “Consummated” for purposes of this Agreement
upon the occurrence of (i) the filing and effectiveness under the
Securities Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period
not less than the minimum period required pursuant to Section 3(b)
hereof, and (iii) the delivery by the Company to the Registrar
under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Initial Notes
that were tendered by Holders thereof pursuant to the Exchange
Offer.
Effectiveness Target
Date: As defined in
Section 5.
Exchange Act:
The Securities Exchange Act of 1934,
as amended.
Exchange Notes:
The 6 1 / 8
% Senior Notes due 2014,
of the same series under the Indenture as the Initial Notes, to be
issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement.
Exchange Offer:
The registration by the Company
under the Securities Act of the Exchange Notes pursuant to a
Registration Statement pursuant to which the Company offers the
Holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by
such Holders.
Exchange Offer Registration
Statement: The
Registration Statement relating to the Exchange Offer, including
the related Prospectus.
Exempt Resales:
The transactions in which the
Initial Purchasers propose to sell the Initial Notes to certain
“qualified institutional buyers,” as such term is
defined in Rule 144A under the Securities Act, and to certain
institutional “accredited investors,” as such term is
defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under
the Securities Act (“Accredited
Institutions”).
Holders: As defined in Section 2(b) hereof.
Indemnified Holder:
As defined in Section 8(a)
hereof.
Indenture:
The Indenture, dated as of March 22,
2004, among the Company and U.S. Bank National Association, as
trustee (the “Trustee”), pursuant to which the Notes
are to be issued, as such Indenture is amended or supplemented from
time to time in accordance with the terms thereof.
Initial Purchaser:
As defined in the preamble
hereto.
Initial Notes:
The 6 1 / 8
% Senior Notes due 2014,
of the same series under the Indenture as the Exchange Notes, for
so long as such securities constitute Transfer Restricted
Securities.
Initial Placement:
The issuance and sale by the
Company of the Initial Notes to the Initial Purchasers pursuant to
the Purchase Agreement.
Interest Payment Date:
As defined in the Indenture and the
Notes.
NASD: National Association of Securities Dealers,
Inc.
Notes: The Initial Notes and the Exchange
Notes.
Person: An individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or
political subdivision thereof.
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Prospectus:
The prospectus included in a
Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated
by reference into such Prospectus.
Record Holder:
With respect to any Damages Payment
Date relating to the Notes, each Person who is a Holder of Notes on
the record date with respect to the Interest Payment Date on which
such Damages Payment Date shall occur.
Registration Default:
As defined in Section 5
hereof.
Registration
Statement: Any
registration statement of the Company relating to (a) an offering
of Exchange Notes pursuant to an Exchange Offer or (b) the
registration for resale of Transfer Restricted Securities pursuant
to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and material
incorporated by reference therein.
Securities Act:
The Securities Act of 1933, as
amended.
Shelf Filing Deadline:
As defined in Section 4
hereof.
Shelf Registration
Statement: As defined in
Section 4 hereof.
Trust Indenture Act:
The Trust Indenture Act of 1939 (15
U.S.C. Section 77aaa 77bbbb) as in effect on the date of the
Indenture.
Transfer Restricted
Securities: Each Note,
until the earliest to occur of (a) the date on which such Note is
exchanged in the Exchange Offer and entitled to be resold to the
public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which
such Note has been effectively registered under the Securities Act
and disposed of in accordance with a Shelf Registration Statement
and (c) the date on which such Note is distributed to the public
pursuant to Rule 144 under the Securities Act or by a Broker-Dealer
pursuant to the “Plan of Distribution” contemplated by
the Exchange Offer Registration Statement (including delivery of
the Prospectus contained therein).
Underwritten Registration or
Underwritten Offering: A
registration in which securities of the Company are sold to an
underwriter for reoffering to the public.
S ECTION 2.
Securities Subject to this Agreement.
(a) Transfer Restricted
Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.
(b) Holders of Transfer
Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted
Securities.
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S ECTION 3.
Registered Exchange Offer.
(a) Unless the Exchange Offer shall
not be permissible under applicable law or Commission policy (after
the procedures set forth in Section 6(a) below have been complied
with), the Company shall (i) cause to be filed with the Commission
as soon as practicable after the date of issuance of the Notes, but
in no event later than 45 days after the date of issuance of the
Notes, a Registration Statement under the Securities Act relating
to the Exchange Notes and the Exchange Offer, (ii) use its best
efforts to cause such Registration Statement to become effective at
the earliest possible time, but in no event later than 120 days
after the date of issuance of the Notes, (iii) in connection with
the foregoing, file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such
Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to
Rule 430A under the Securities Act and (C) cause all necessary
filings in connection with the registration and qualification of
the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, commence the Exchange Offer. The Exchange
Offer shall be on the appropriate form permitting registration of
the Exchange Notes to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Notes held by
Broker-Dealers as contemplated by Section 3(c) below.
(b) The Company shall cause the
Exchange Offer Registration Statement to be effective continuously
and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided ,
however , that in no event shall such period be less than 30
days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities
other than the Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use its best efforts to
cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 150 days after the
date of issuance of the Notes.
(c) The Company shall indicate in a
“Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are
Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired
directly from the Company), may exchange such Initial Notes
pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with any
resales of the Exchange Notes received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such
“Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers
that the Commission may require in order to permit such resales
pursuant thereto, but such “Plan of Distribution” shall
not name any such Broker-Dealer or disclose the amount of Notes
held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this
Agreement.
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The Company shall use its best
efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the
provisions of Section 6(c) below to the extent necessary to ensure
that it is available for resales of Notes acquired by
Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities
Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of
(i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading
activities.
The Company shall provide sufficient
copies of the latest version of such Prospectus to Broker-Dealers
promptly upon request at any time during such 180-day (or shorter
as provided in the foregoing sentence) period in order to
facilitate such resales.
S ECTION 4.
Shelf Registration.
(a) Shelf Registration. If
(i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because
the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have
been complied with), (ii) for any reason the Exchange Offer is not
Consummated within 150 days after the date of issuance of the
Notes, or (iii) with respect to any Holder of Transfer Restricted
Securities (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B)
such Holder may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and
that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or one of its affiliates,
then, upon such Holder’s request, the Company
shall:
(x) cause to be filed a shelf
registration statement pursuant to Rule 415 under the Securities
Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration
Statement”) as soon as practicable but in any event on or
prior to 45 days after such obligation arises, which Shelf
Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the
information required pursuant to Section 4(b) hereof;
and
(y) use their best efforts to cause
such Shelf Registration Statement to be declared effective by the
Commission on or before the 90th day after such obligation
arises.
The Company shall use its best
efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure
5
that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a
period of at least two years following the effective date of such
Shelf Registration Statement (or shorter period that will terminate
when all the Notes covered by such Shelf Registration Statement
have been sold pursuant to such Shelf Registration
Statement).
(b) Provision by Holders of
Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 business
days after receipt of a request therefor, such information as the
Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus
included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make
the information previously furnished to the Company by such Holder
not materially misleading.
S ECTION 5.
Additional Interest. If (i) any of the Registration
Statements required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date
specified for such effectiveness in this Agreement (the
“Effectiveness Target Date”), (iii) the Exchange Offer
has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer
Registration Statement or (iv) any Registration Statement required
by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its
intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures
such failure and that is itself immediately declared effective
(each such event referred to in clauses (i) through (iv), a
“Registration Default”), the Company hereby agrees that
the interest rate borne by the Transfer Restricted Securities shall
be increased by 0.25% per annum during the 90-day period
immediately following the occurrence of any Registration Default
and shall increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event shall such increase exceed 1.00% per
annum. Following the cure of all Registration Defaults relating to
any particular Transfer Restricted Securities, the interest rate
borne by the relevant Transfer Restricted Securities will be
reduced to the original interest rate borne by such Transfer
Restricted Securities; provided, however, that, if after any such
reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted
Securities shall again be increased pursuant to the foregoing
provisions.
All obligations of the Company set
forth in the preceding paragraph that are outstanding with respect
to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until
such time as all such obligations with respect to such Note shall
have been satisfied in full.
S ECTION 6.
Registration Procedures .
(a) Exchange Offer Registration
Statement. In connection with the Exchange Offer, the Company
shall comply with all of the provisions of Section 6(c) below,
shall use its best efforts
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to effect such exchange to permit the sale of
Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof, and shall
comply with all of the following provisions:
(i) If in the reasonable opinion of
counsel to the Company there is a question as to whether the
Exchange Offer is permitted by applicable law, the Company hereby
agrees to seek a no-action letter or other favorable decision from
the Commission allowing the Company to Consummate an Exchange Offer
for such Initial Notes. The Company hereby agrees to pursue the
issuance of such a decision to the Commission staff level but shall
not be required to take commercially unreasonable action to effect
a change of Commission policy. The Company hereby agrees, however,
to (A) participate in telephonic conferences with the Commission,
(B) deliver to the Commission staff an analysis prepared by counsel
to the Company setting forth the legal bases, if any, upon which
such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursue a favorable resolution by the
Commission staff of such submission.
(ii) As a condition to its
participation in the Exchange Offer pursuant to the terms of this
Agreement, each Holder of Transfer Restricted Securities shall
furnish, upon the request of the Company, prior to the Consummation
thereof, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an
affiliate of the Company, (B) it is not engaged in, and does not
intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Notes
to be issued in the Exchange Offer and (C) it is acquiring the
Exchange Notes in its ordinary course of business. In addition, all
such Holders of Transfer Restricted Securities shall otherwise
cooperate in the Company’s preparations for the Exchange
Offer. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in
the Exchange Offer (1) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5, 1991) and Exxon Capital Holdings Corporation (available May
13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant
to clause (i) above), and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective
registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of
Regulation S-K if the resales are of Exchange Notes obtained by
such Holder in exchange for Initial Notes acquired by such Holder
directly from the Company.
(b) Shelf Registration
Statement. In connection with the Shelf Registration Statement,
the Company shall comply with all the provisions of Section 6(c)
below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution
thereof, and pursuant thereto the Company will as expeditiously as
possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the
intended method or methods of distribution thereof.
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(c) General Provisions. In
connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer
Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to
permit resales of Notes by Broker-Dealers), the Company
shall:
(i) use its best efforts to keep
such Registration Statement continuously effective and provide all
requisite financial statements for the period specified in Section
3 or 4 of this Agreement, as applicable; upon the occurrence of any
event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement
or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this
Agreement, the Company shall file promptly an appropriate amendment
to such Registration Statement, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of
either clause (A) or (B), use its best efforts to cause such
amendment to be declared effective and such Registration Statement
and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;
(ii) prepare and file with the
Commission such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section
3 or 4 hereof, as applicable, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rules
424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof
set forth in such Registration Statement or supplement to the
Prospectus;
(iii) advise the underwriter(s), if
any, and selling Holders promptly and, if requested by such
Persons, to confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to
the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities
Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or
sale in any jurisdiction, or the initiation of any proceeding for
any of t
