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 April 26, 2019

 

Commission File Number 1-14878

 

GERDAU S.A.

(Exact Name as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name)

 

Av. das Nações Unidas, 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  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:  April 26, 2019
	GERDAU S.A.
	By:	/s/ Harley Lorentz Scardoelli
	Name:	Harley Lorentz Scardoelli
	Title:	Investor Relations Director

 

2

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Notice to the Market, April 26, 2019

 

3

Exhibit 99.1

 

 

GERDAU S.A.

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

 

Publicly Held Company

 

NOTICE TO THE MARKET

 

Gerdau S.A. (“Company”) announces to the market that, on April 25, 2019, the Board of Directors approved the 16th issuance of non-convertible debentures, in two series, in the amount of R$1,400,000,000.00, being that the amount of the debentures of the first series will be R$600,000,000.00 (“Debentures of the 1st Series”) and the amount of the debentures of the second series will be R$800,000,000.00 (“Debentures of the 2nd Series”), with a par value of R$1,000.00 on the issuance date (“Debentures” and “Issuance”, respectively).

 

The Issuance will be the object of a public distribution with restricted placement efforts, pursuant to Instruction no. 476 of the Comissão de Valores Mobiliários (CVM), dated January 16, 2009, and other applicable legal and regulatory provisions, intermediated by financial institutions that are members of the securities distribution system, on a firm commitment basis for all Debentures, being directed at professional investors, as defined under Article 9-A of CVM Instruction no. 539, dated November 13, 2013.

 

The Debentures of the 1st Series will mature in 48 months, counted from the issuance date, thus maturing on May 6, 2023, and the Debentures of the 2nd Series mature in 84 months, counted from the issuance date, thus maturing on May 6, 2026.

 

The Debentures of the 1st Series will yield interest corresponding to 105.5% of the cumulative variation in the average daily one-day overnight rate (Interbank Deposit — DI), over extra group (“DI Rate”), and the Debentures of the 2nd Series will yield interest corresponding to 107.25% of the cumulative variation of the DI Rate, expressed as an annual percentage, based on two hundred and fifty-two (252) business days, as calculated and published daily by B3 in the daily bulletin made available on its website (http://www.b3.com.br).

 

The net proceeds from the Issuance will be used to strengthen the Company’s cash position, aiming to support its general purposes.

 

 

The general Issuance conditions are detailed in the minutes of the Meeting of the Company’s Board of Directors on this date, as well as in the Indenture, both available on the websites of the Company’s Investor Relations department (http://ri.gerdau.com/) and of CVM (http://sistemas.cvm.gov.br).

 

São Paulo, April 26, 2019

 

Harley Lorentz Scardoelli
Executive Vice-President
Investor Relations Officer