Worthington Steel (WS) investor relations material

Transaction overview

• Entered definitive agreement to acquire Klöckner & Co SE for €11.00/share, implying a $2.4B enterprise value, with financing via $500M Term Loan B and $900M other secured debt.

• Secured 61.87% of Klöckner shares through tender, exceeding the minimum for a successful offer; DPLTA process expected to complete by end of 2026, granting full control.

• Pro forma net secured and total leverage expected at 2.7x and 3.3x, respectively, based on $605M pro forma LTM Further Adj. EBITDA including $150M targeted synergies.

Company overviews

• Worthington Steel is a leading North American value-added metals processor with 37 facilities and $3.3B LTM revenue.

• Klöckner operates 110+ facilities in the US, Mexico, and Europe, with $7.3B LTM revenue and a shift toward higher value-added services.

• Combined entity will be the second-largest service center in North America, with a diversified product mix and expanded geographic reach.

Strategic rationale and integration

• Acquisition broadens product mix, enhances positions in carbon flat-rolled steel, electrical steel laminations, and downstream processing.

• Identified $150M EBITDA and $150M working capital synergy opportunities by FY2028, with 50% of run-rate synergies expected in year one.

• Integration led by experienced teams using a proven playbook, with a focus on operational improvements and best practice sharing.