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 November 15, 2019

 

Commission File Number 1-14878

 

GERDAU S.A.

(Exact Name as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name)

 

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  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:  November 15, 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, November 14, 2019

 

3


Exhibit 99.1

 

Corporate Taxpayer ID (CNPJ): 33.611.500/0001-19 Publicly Held Company NOTICE TO THE MARKET Gerdau S.A. (“Company”) hereby announces to the market that, on the date hereof, the Board of Directors approved the issue and placement in international markets of bonds (“Bonds”) by its subsidiary, GUSAP III LP, a company with headquarters in Delaware, United States (“Issue”). The Issue will be made in the aggregate amount of US$500,000,000.00, with maturity on 2030 and interest of 4.250% per year, and the Bonds were priced at 98.973% of their face value. The Bonds will be irrevocably guaranteed by the Company and its subsidiaries, Gerdau Açominas S.A. and Gerdau Aços Longos S.A. The net proceeds from the Bonds will be used for general corporate purposes. The Bonds will be offered to qualified institutional investments, resident and domiciled in the United States, under the regulations issued by the U.S. Securities and Exchange Commission (“SEC”), specifically Rule 144A and, in other countries, except for Brazil and the United States of America, under Regulation S. The Issue will not be subject to the rules for registration with the SEC, in accordance with the U.S. Securities Act of 1933, and will not be subject to registration in Brazil with the Securities and Exchange Commission of Brazil (“CVM”), in accordance with the applicable laws and regulations. This notice to the market should not be construed as an offer to sell or solicitation to purchase the Bonds, and no sales of the Bonds should be made in jurisdictions where such offer, solicitation or sale is considered illegal. São Paulo, November 14, 2019 Harley Lorentz Scardoelli Executive Vice President Investor Relations Officer GERDAU S.A.

GRAPHIC