OMNISOURCE, LLC (Form: S-4, Received: 04/05/2017 17:10:56)

Name of Tendering
Holder

Name and Address of Registered Holder as it appears on the
Old Notes (Please Print)

Certificate Number(s) for Old
Notes Tendered

Principal
Amount Of
Old Notes
Tendered

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As filed with the Securities and Exchange Commission on April 5, 2017

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

3312
(Primary Standard Industrial
Classification Code Number)

35-1929476
(I.R.S. Employer
Identification No.)

7575 West Jefferson Blvd.
Fort Wayne, Indiana 46804
(260) 969-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark D. Millett
Chief Executive Officer
Steel Dynamics, Inc.
7575 West Jefferson Blvd.
Fort Wayne, Indiana 46804
(260) 969-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Robert S. Walters, Esq.
Barrett McNagny LLP
215 East Berry Street
Fort Wayne, Indiana 46802
(260) 423-9551

Approximate date of commencement of proposed Exchange:
as soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer x	Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Note		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
5.000% Senior Notes due 2026	$	400,000,000	$	1,000	$	400,000,000	$	46,360	(1)
Guarantees by certain Steel Dynamics Subsidiaries(2)	—		—		—		—		(3)
Totals	$	400,000,000	$	1,000	$	400,000,000	$	46,360

(1) The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended. For purposes of this calculation, the offering price per note was assumed to be the stated principal amount of each original note that may be received by the registrant in the exchange transaction in which the notes will be offered.

(2) The subsidiary guarantors and Additional Registrants are: Jackson Iron & Metal Company, Inc.; Marshall Steel, Inc.; New Millennium Building Systems, LLC; OmniSource, LLC (f/k/a OmniSource Corporation); OmniSource Limited, LLC (f/k/a OmniSource, LLC); OmniSource Southeast, LLC; OmniSource Transport, LLC; Roanoke Electric Steel Corporation; Steel Dynamics Sales North America, Inc.; Steel Dynamics Columbus, LLC; Steel Dynamics Enterprises, Inc.; Steel of West Virginia, Inc.; Steel Ventures, Inc.; Superior Aluminum Alloys, LLC; SWVA, Inc.; and The Techs Industries, Inc. We neither paid nor received any consideration for any of the guarantees.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.

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ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation of Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number	Address, including Zip Code and Telephone Number, including Area Code, of each Registrant’s Principal Executive Office
Jackson Iron & Metal Company, Inc.	MI	423930	38-2604041	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Marshall Steel, Inc.	DE	533110	62-1527726	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
New Millennium Building Systems, LLC	IN	533110	35-2083989	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
OmniSource, LLC (f/k/a OmniSource Corporation)	IN	423930	35-0809317	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
OmniSource Limited, LLC (f/k/a OmniSource, LLC)	IN	423930	35-2046863	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
OmniSource Southeast, LLC	DE	423930	56-2256626	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
OmniSource Transport, LLC	IN	423930	35-2084965	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Roanoke Electric Steel Corporation	IN	533110	20-3663442	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Steel Dynamics Sales North America, Inc.	IN	533110	32-0042039	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Steel Dynamics Columbus, LLC	DE	533110	20-3297920	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Steel Dynamics Enterprises, Inc.	IN	533110	81-4743772	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Steel of West Virginia, Inc.	DE	533110	55-0684304	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Steel Ventures, Inc.	DE	533110	55-0740037	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
Superior Aluminum Alloys, LLC	IN	423930	35-2007173	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
SWVA, Inc.	DE	533110	55-0621605	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500
The Techs Industries, Inc.	DE	533110	20-0540361	7575 West Jefferson Blvd. Fort Wayne, IN 46804 260-969-3500

THE REGISTRANT AND EACH ADDITIONAL REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL SUCH REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE .

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The information in this prospectus is not complete and may be changed. We may not sell these securities nor accept offers to buy these securities until the registration statement filed with the Commission becomes effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where such offer, solicitation or sale is prohibited.

Subject to Completion, Dated April 5, 2017

	Exchange Notes
PRELIMINARY PROSPECTUS	2026 Notes:		Cusip #858119BF6

	Old Notes
	Old 2026 Notes:	Cusip #858119BE9 (144A)
		Cusip #U85795AP4 (Reg S)

OFFER TO EXCHANGE

ALL OUTSTANDING UNREGISTERED $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR 5.000% SENIOR NOTES DUE 2026 (“OLD NOTES”) FOR UP TO $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR NEWLY ISSUED 5.000% REGISTERED SENIOR NOTES DUE 2026 WHICH WE REFER TO AS THE “EXCHANGE NOTES.”

THE EXCHANGE NOTES WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WILL BE FULLY AND UNCONDITIONALLY GUARANTEED AS TO THE PAYMENT OF PRINCIPAL AND INTEREST BY THE SUBSIDIARY GUARANTORS LISTED IN THIS PROSPECTUS.

We hereby offer, upon the terms and subject to the conditions set forth in this Prospectus and the accompanying letter of transmittal (which together constitute the “Exchange”), to exchange up to $400,000,000 aggregate principal amount of our 5.000% Senior Notes due 2026, registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of any or all of our outstanding 5.000% Old Notes, which we issued on December 6, 2016, without registration under the Securities Act. We refer to the Old Notes and the Exchange Notes collectively as the “Notes.” The Exchange Notes are guaranteed fully and unconditionally (except as limited as described under “Description of the Exchange Notes”) on a joint and several basis, as to payment of principal and interest by the wholly owned subsidiary guarantors listed in this prospectus (the “Subsidiary Guarantors”). The unregistered Old Notes have certain transfer restrictions. The Exchange Notes will be freely transferable.

This Exchange Offer will expire at 5:00 p.m. New York City time, on , 2017 (the 21st business day following the date of this Prospectus), unless we extend the Exchange Offer in our sole and absolute discretion.

· Tenders of outstanding unregistered Old Notes may be withdrawn at any time before 5:00 P.M. New York City time on the date the offer expires.

· All outstanding unregistered Old Notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of unregistered Old Notes for registered Exchange Notes will not be a taxable event for U.S. federal income tax purposes.

· The Exchange Notes will not be listed on any exchange.

· We will not receive any cash proceeds from this Exchange.

The terms of the Exchange Notes that we will issue in connection with this Exchange are identical to the terms of the outstanding Old Notes in all material respects, except for the elimination of certain transfer restrictions, registration rights and additional interest provisions relating to the outstanding Old Notes. The Exchange Notes will be issued under the same Indenture as the Old Notes. See “Terms of the Exchange.”

You should carefully consider the “Risk Factors” beginning on page 6 of this prospectus, and the risk factors incorporated by reference in this prospectus, before deciding whether to participate in this exchange.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

Each holder of an unregistered Old Note wishing to accept an Exchange Offer must deliver the Old Note to be exchanged, together with the letter of transmittal that accompanies this prospectus, and any other required documentation, to the Exchange Agent identified in this prospectus. Alternatively, you may effect a tender of unregistered Old Notes by book-entry transfer into the Exchange Agent’s account at the Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the sections of this prospectus called “The Exchange” and “Procedures for Tendering,” and in the accompanying letter of transmittal.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. See “Plan of Distribution.”

THE DATE OF THIS PROSPECTUS IS , 2017

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WHERE YOU CAN FIND MORE INFORMATION	1

INCORPORATION BY REFERENCE	1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2

MARKET DATA	3

PROSPECTUS SUMMARY	4

RISK FACTORS	6

SUMMARY OF THE TERMS OF THE EXCHANGE	19

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES	23

USE OF PROCEEDS	25

RATIO OF EARNINGS TO FIXED CHARGES	26

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA	27

CAPITALIZATION	29

THE EXCHANGE OFFER	30

THE EXCHANGE	32

PROCEDURES FOR TENDERING OLD NOTES	34

THE EXCHANGE AGENT	40

DESCRIPTION OF THE EXCHANGE NOTES	41

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS	59

PLAN OF DISTRIBUTION	60

LEGAL MATTERS	61

EXPERTS	61

You should only rely on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with any information or to make any representation about this Exchange Offer that is different.

This prospectus incorporates by reference important business and financial information about us that is not included within or delivered with this prospectus from documents we publicly file with the SEC. See the following sections entitled “Where You Can Find More Information” and “Incorporation by Reference.”

In this prospectus, all references to “we,” “us,” “our,” the “Company,” or “SDI” are to Steel Dynamics, Inc. and all its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also accessible through the Internet at the SEC’s website at http://www.sec.gov and on our website at http://www.steeldynamics.com . The information contained on our website, however, is not part of or incorporated by reference into this Prospectus. Our common stock is quoted on the Nasdaq Global Select Market under the symbol “STLD,” and our SEC filings can also be read at the following address: Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this Prospectus the information in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Prospectus, and later information that we file with the SEC will update and supersede this information. Pursuant to General Instruction B(1)(a) to Form S-4, we have elected to provide the information regarding us and our business by reference to reports we regularly file with the SEC. Unless specifically stated to the contrary, none of the information that we disclose pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K that we have furnished, or that we may from time to time furnish to the SEC, is or will be deemed incorporated by reference into this Prospectus.

We incorporate by reference the following documents, and any future filings through the termination of this Exchange, which we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”):

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed February 28, 2017.

· Our Current Report on Form 8-K filed January 4, 2017.

The information incorporated by reference is an important part of this Prospectus. Any statement contained in a document incorporated by reference into this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document that is incorporated by reference into this Exchange modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this Prospectus except as so modified or superseded.

The documents incorporated by reference into this Prospectus are also available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference into this Prospectus to any person by first-class mail, without charge, upon written or oral request. Any request for documents should be made by 5:00 p.m. New York City time on , 2017, to ensure timely delivery of the documents prior to the expiration of the Exchange Offer.

Requests for documents should be directed to:

Steel Dynamics, Inc.

Investor Relations Department

7575 West Jefferson Blvd.

Fort Wayne, Indiana 46804

(260) 969-3500

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Throughout this Prospectus, including documents we may incorporate by reference, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect present or historical facts. These predictive statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements involve both known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. That legislation protects such predictive and cautionary statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated.

While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many uncertainties and other variable circumstances, many of which are outside of our control, that could cause our actual results and experience to differ materially from those we thought would occur.

The following listing represents some, but not necessarily all, of the factors that may cause actual results to differ from those we may have anticipated or predicted:

· the adverse impact of the economic slowdown, or periods of slower than anticipated economic growth, resulting in a general decrease or stagnating of demand for our products;

· the weakening of demand for steel products within the construction, manufacturing, or other metal consuming industries;

· conditions affecting steel or recycled metals consumption;

· United States or foreign trade policy affecting the amount of foreign steel imported in the United States, or adverse or less than satisfactory outcomes of pending and future trade cases alleging unlawful practices in connection with steel imports;

· cyclical changes in market supply and demand for steel and recycled metals;

· increased price competition brought about by global steelmaking overcapacity;

· changes in the availability or cost of raw materials, such as recycled metals, iron substitute materials, including pig iron, iron concentrate, or other raw materials or supplies, which we use in our production processes;

· periodic fluctuations in the availability and cost of electricity, natural gas, or other utilities;

· the occurrence of unanticipated equipment failures and plant outages;

· margin compression resulting from falling selling prices with no offsetting reduction in raw material costs, or our inability to pass increases in costs of raw materials and supplies, if any, onto our customers;

· labor unrest, work stoppages and/or strikes involving our own workforce, those of our important suppliers or customers, or those affecting the steel industry in general;

· the impact of, or changes in, environmental law or in the application of other legal or regulatory requirements upon our production processes or costs of production or upon those of our suppliers or customers, including actions by government agencies, such as the United States Environmental Protection Agency or related state agencies, upon our receipt of pending or future environmentally related construction or operating permits;

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· the impact of United States government or various other governmental agencies introducing laws or regulatory changes in response to the subject of climate change and greenhouse gas emissions, including the introduction of carbon emissions trading mechanisms;

· private or governmental liability claims or litigation, or the impact of any adverse litigation costs or outcome of any litigation on the adequacy of our reserves or the availability or adequacy of our insurance coverage;

· changes in our business strategies or development plans which we have adopted or which may be brought about in response to actions by our suppliers or customers, and any difficulty or inability to successfully consummate, implement, or integrate any planned or potential projects, acquisitions, joint ventures or strategic alliances;

· increased price and other forms of competition from other steel producers, scrap processors and alternative materials;

· the impact of construction delays, cost overruns, technology risk or operational complications upon our ability to complete, start-up or continue to profitably operate a project or a new business, or to complete, integrate and operate any potential acquisitions as anticipated;

· the impact of impairment charges;

· costs to idle facilities, idled facility carrying costs, or increased costs to resume production at idled facilities;

· increased global information technology security requirements, vulnerabilities, and threats, and a rise in sophisticated cyber crime that pose a risk to the security of our operating systems and data networks and to the confidentiality, availability and integrity of our data; and

· uncertainties involving new products or new technologies.

We also refer you to and urge you to carefully read the “Risk Factors” discussion in this Prospectus and under Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended December 31, 2016, to better understand some of the principal risks and uncertainties inherent in our businesses or in owning our securities, as well as the section entitled Management Discussion and Analysis of Financial Condition and Results of Operations at Item 7. You should also review the notes to consolidated financial statements in our Annual Report on Form 10-K under headings in Note 1 Use of Estimates and in Note 9 Commitments and Contingencies .

Any forward-looking statements which we make in this Prospectus or in any of the documents that are incorporated by reference herein speak only as of the date of such statement, and we undertake no ongoing obligation to update such statements. Comparisons of results between current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Should one or more of the risks or uncertainties described or incorporated by reference in this Prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Prospectus, or in the documents incorporated by reference in this Prospectus, are expressly qualified in their entirety by this cautionary statement.

MARKET DATA

We obtained market and competitive position data used in this Prospectus, including documents we incorporate by reference, from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable.

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PROSPECTUS SUMMARY

This summary highlights selected information included in or incorporated by reference into this Prospectus. The summary does not contain all of the information that you should consider before deciding whether to invest in the Exchange Notes and is qualified in its entirety by the more detailed information appearing elsewhere in the prospectus and the documents incorporated herein by reference. You should carefully read the entire prospectus, including the information incorporated by reference herein, and particularly the information in the “Risk Factors” section beginning on page 6 of this prospectus, before making an investment decision. See “Where You Can Find More Information.”

Our Company

We are one of the largest domestic steel producers and metals recyclers in the United States based on current estimated steelmaking and coating capacity of 11 million tons and actual metals recycling volumes. We reported net sales of $7.8 billion, $7.6 billion, and $8.8 billion during 2016, 2015, and 2014, respectively. The primary sources of our revenues are from the manufacture and sale of steel products, processing and sale of recycled ferrous and nonferrous metals, and fabrication and sale of steel joists and deck products. Our operations are managed and reported based on three operating segments: steel operations, metals recycling operations, and steel fabrication operations. Our work force consisted of approximately 7,695 full time employees at December 31, 2016, of which approximately 9% were represented by collective bargaining agreements.

Our Operations

Steel Operations. Steel operations consist of our six electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills, and eleven downstream steel coating lines, and several processing lines, and Iron Dynamics our liquid pig iron production facility that supplies solely the Butler Flat Roll Division. Our steel operations sell directly to end-users, steel fabrications and service centers. These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets. Our steel operations accounted for 72%, 69%, and 63% of our consolidated net sales in 2016, 2015, and 2014, respectively. We are predominantly a domestic steel company, with only 4%, 5%, and 4% of our revenues generated from exported sales during 2016, 2015, and 2014, respectively.

Sheet Products. Our sheet steel products, consisting of hot roll, cold roll and coated steel products are produced by our Butler and Columbus Flat Roll Divisions, and our eleven downstream coating lines. Our sheet steel operations represented 70%, 65%, and 59% of steel operations net sales in 2016, 2015, and 2014, respectively.

Long Products. Our Structural and Rail Division is capable of producing a variety of parallel flange sections such as Wide Flange Beams, American Standard Beams, Manufactured Housing Beams, and H Piling and Channel sections for the construction, transportation and industrial machinery markets. They also produce standard strength carbon, intermediate alloy hardness, and premium grade rails in 40 to 320 feet length for the railroad industry. Our Engineered Bar Products Division is capable of producing a broad array of engineered special-bar-quality (SBQ), merchant-bar-quality (MBQ), rounded-cornered squares, and smaller-diameter engineered round bars. On August 1, 2016, we acquired Vulcan Threaded Products, Inc., which produces threaded rod product, and cold drawn and heat treated bar, creating strategic pull-through demand of special-bar-quality products provided from our Engineered Bar Products Division. Our Roanoke Bar Division primarily sells merchant steel products, including angles, merchant rounds, flats, channels, and reinforcing bar. Steel of West Virginia primarily sells beams, channels and specialty steel sections, and frequently performs fabrication and finishing operations on its products, such as cutting to length, additional straightening, hole punching, shot blasting, welding and coating.

Metals Recycling and Ferrous Resources Operations. The metals recycling operations consists solely of OmniSource and includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and consulting services strategically located primarily in close proximity to our steel mills and other end-user scrap

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consumers throughout the eastern half of the United States. In addition, OmniSource designs, installs, and manages customized scrap management programs for industrial manufacturing companies at over 700 locations throughout North America. Our metals recycling operations accounted for 15%, 19%, and 25% of our consolidated net sales in 2016, 2015, and 2014, respectively.

Steel Fabrication Operations. Our steel fabrication operations include eight New Millennium Building Systems plants that primarily serve the non-residential construction industry throughout the United States. We have a national operating footprint that allows us to serve the entire domestic construction market, as well as national accounts, such as large retail chains. Steel fabrication operations accounted for 9% of our consolidated net sales during 2016 and 2015 and 7% during 2014.

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RISK FACTORS

The terms of the Exchange Notes are identical in all material aspects to those of the Old Notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the Old Notes that do not apply to the Exchange Notes. This section describes some, but not all, of the risks of acquiring the Exchange Notes and participating in the Exchange Offer. Before making an investment decision, you should carefully consider the risk factors described below and the risk factors included in the Company’s Annual Report on Form 10-K which is incorporated by reference herein.

Risks Related to our Industry

Our industry is affected by domestic and global economic factors including periods of slower than anticipated economic growth and the risk of a new recession.

Our financial results are substantially dependent not only upon overall economic conditions in the United States and globally, including Europe and in Asia, but also as they may affect one or more of the industries upon which we depend for the sale of our products. Recent global actions, such as the new United States political administration, the United Kingdom referendum to exit the European Union, and the possibility of domestic and international trade restrictions, could result in changing economic conditions in the United States and globally, the effects of which are not known at this time. Additionally, periods of slower than anticipated economic growth, such as the slow and uneven recovery from the recent recession, could reduce customer confidence and adversely affect demand for our products and further adversely affect our business. Metals industries have historically been vulnerable to significant declines in consumption and product pricing during periods of economic downturn or continued uncertainty, including the pace of domestic non-residential construction activity.

Our business is also dependent upon certain industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets, and these industries are also cyclical in nature. Therefore, these industries may experience their own fluctuations in demand for our products based on such things as economic conditions, energy prices, consumer demand and infrastructure funding decisions by governments. Many of these factors are beyond our control. As a result of volatility in our industry or in the industries we serve, we may have difficulty increasing or maintaining our level of sales or profitability. If our industry or the industries we serve were to suffer a downturn, then our business may be adversely affected.

Our level of production and our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the steel industry and some of the industries we serve.

The steel manufacturing business is cyclical in nature, and the selling price of the steel we make may fluctuate significantly due to many factors beyond our control. Furthermore, a number of our products are commodities, subject to their own cyclical fluctuations in supply and demand in both metal consuming and metal generating industries, including the construction and manufacturing industries. The timing, magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict. The sale of our manufactured steel products is directly affected by demand for our products in other cyclical industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets. Economic difficulties, stagnant global economies, supply/demand imbalances and currency fluctuations in the United States or globally could decrease the demand for our products or increase the amount of imports of steel into the United States, which could decrease our sales, margins and profitability.

The scrap metal recycling industry has historically been, and is expected to remain, highly cyclical and this could have a material adverse effect on our metals recycling operations’ results.

Scrap metal prices have become increasingly volatile, and operating results within the metals recycling industry in general have historically been cyclical, and are expected to remain highly cyclical in nature. Similarly, but not necessarily paralleling the price fluctuations in the steel business, the purchase prices for automobile bodies and various other grades of obsolete and industrial scrap, as well as the selling prices for processed and recycled scrap

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metals we utilize in our own manufacturing process, or which we resell to others through our metals recycling operations, are also highly volatile. During periods of excess domestic supply or increased imports, scrap metal prices may become or remain depressed and adversely affect the sales, profitability and margins of our scrap business. As a metals recycler, we may attempt to respond to changing recycled metal selling prices by adjusting the scrap metal purchase prices we pay to others, but our ability to do this may be limited by competitive or other factors during periods of low scrap prices, when inbound scrap flow may slow considerably, as scrap generators hold on to their scrap in hopes of getting higher prices later. As such, a prolonged period of low scrap prices could reduce our ability to obtain, process, and sell recycled materials, and this could adversely affect our metals recycling operations’ results. Conversely, periodic increased foreign demand for scrap can result in an outflow of available domestic scrap, as well as resulting higher scrap prices domestically that cannot always be passed on to domestic scrap consumers, thereby further reducing available domestic scrap flows and scrap margins, all of which could adversely affect our sales and profitability of our scrap business. Additionally during periods of high demand and resulting higher scrap prices, ferrous scrap consumers may seek and develop ferrous scrap alternatives, including pig iron and DRI. The availability and pricing of these scrap alternatives in the domestic market may have a longer term impact on scrap pricing, particularly in prime grades, which could adversely affect our sales, profitability and margins.

Global steelmaking overcapacity and imports of steel into the United States have adversely affected, and may again adversely affect, United States steel prices, which could impact our sales, margins and profitability.

Global steelmaking capacity currently exceeds global consumption of steel products. Such excess capacity sometimes results in steel manufacturers in certain countries exporting steel at prices that are lower than prevailing domestic prices, and sometimes at or below their cost of production. Excessive imports of steel into the United States, such as in recent years, have exerted, and may continue to exert, downward pressure on United States steel prices which negatively affects our ability to increase our sales, margins, and profitability. Furthermore anticipated additional domestic steel capacity could increase this global overcapacity. This, in turn, may also adversely impact domestic demand for ferrous scrap and our ferrous metallics margins. United States steel producers compete with many foreign producers, including those in China, Vietnam and other Asian and European countries. Competition from foreign producers is typically strong and is periodically exacerbated by weakening of the economies of certain foreign steelmaking countries. A higher volume of steel exports to the United States tend to occur at depressed prices when steel producing countries experience periods of economic difficulty, decreased demand for steel products or excess capacity.

The global steelmaking overcapacity is exacerbated by Chinese steel production capacity that far exceeds that country’s current demand and has made China a major global exporter of steel. This combination of a slowdown in China’s economic growth and steel consumption coupled with its own expansion of steelmaking capacity has resulted in a weakening of global steel pricing. Moreover, many Asian and European steel producers whose steel output previously fed China’s steel import needs could redirect their steel into the United States market through increased steel imports, causing a further erosion of margins or negatively impacting our ability to increase our prices.

In addition, we believe the downward pressure on, and periodically depressed levels of United States steel prices in recent years have been further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by foreign governments. As a result, decisions by these producers with respect to their production, sales and pricing are sometimes influenced to a greater degree by political and economic policy considerations than by prevailing market conditions, realities of the marketplace or consideration of profit or loss. However, while some tariffs and quotas have recently been put into effect for certain steel products imported from a number of countries that have been found to have been unfairly pricing steel imports to the United States, there is no assurance that already imposed tariffs and quotas will remain in place or that new ones, even if justified, will be levied and even when imposed many of these are only short-lived. When such tariffs or duties expire or if others are further relaxed or repealed, or if relatively higher United States steel prices make it attractive for foreign steelmakers to export their steel products to the United States, despite the presence of duties or tariffs, the resurgence of substantial imports of foreign steel could create downward pressure on United States steel prices.

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The continued global economic slowdown and the difficult conditions in the global industrial, capital and credit markets that have resulted, have adversely affected and may continue to adversely affect our industry, as well as the industries of many of our customers and suppliers upon whom we are dependent.

Many of the markets in which our customers participate, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets, are cyclical in nature and experience significant fluctuations in demand for our steel products based on economic conditions, consumer demand, raw material and energy costs, and decisions by our government to fund or not fund infrastructure projects such as highways, bridges, schools, energy plants, railroads and transportation facilities. Many of these factors are beyond our control. These markets are highly competitive, to a large extent driven by end-use markets, and may experience overcapacity, all of which may affect demand for and pricing of our products.

A decline in consumer and business confidence and spending, together with reductions in the availability of credit or increased cost of credit, as well as volatility in the capital and credit markets, could adversely affect the business and economic environment in which we operate and the profitability of our business. We are also exposed to risks associated with the creditworthiness of our suppliers and customers. If the availability of credit to fund or support the continuation and expansion of our customers’ business operations is curtailed or if the cost of that credit is increased the resulting inability of our customers or of their customers to access either credit or absorb the increased cost of that credit could adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible customer accounts. A renewed disruption of the credit markets could also result in financial instability of some of our suppliers and customers. The consequences of such adverse effects could include the interruption of production at the facilities of our customers, the reduction, delay or cancellation of customer orders, delays or interruptions of the supply of raw materials we purchase, and bankruptcy of customers, suppliers or other creditors. Any of these events may adversely affect our profitability, cash flow, and financial condition.

Volatility and major fluctuations in scrap metal and pig iron prices and our potential inability to pass higher costs on to our customers may constrain operating levels and reduce profit margins.

Steel producers require large amounts of raw materials, including scrap metal and scrap substitute products such as pig iron, pelletized iron and other supplies such as graphite electrodes and ferroalloys. Our principal raw material is scrap metal derived primarily from junked automobiles, industrial scrap, railroad cars, railroad track materials, agricultural machinery and demolition scrap from obsolete structures, containers and machines. The prices for scrap are subject to market forces largely beyond our control, including demand by United States and international steel producers, freight costs and speculation. The prices for scrap have varied significantly, may vary significantly in the future and do not necessarily fluctuate in tandem with the price of steel. Moreover, some of our integrated steel producer competitors are not as dependent as we are on scrap as a part of their raw material melt mix, which, during periods of high scrap costs relative to the cost of blast furnace iron used by the integrated producers, give them a raw material cost advantage over mini-mills. While our vertical integration into the metals recycling business, through our OmniSource operations, and into the ironmaking business, through our IDI facility, should enable us to continue being a cost-effective supplier to our own steelmaking operations, for some of our metallics requirements, we will still need to rely on other metallics and raw material suppliers, as well as upon general industry supply conditions for the balance of our needs.

Purchase prices for auto bodies, scrap metal and scrap substitute products such as pig iron that we consume, and selling prices for scrap and recycled metals that we sell to third parties are volatile and beyond our control. While OmniSource attempts to respond to changing recycled metal selling prices through adjustments to its metal purchase prices, its ability to do so is limited by competitive and other market factors. Changing prices could potentially impact the volume of scrap metal available to us and the volume and realized margins of processed metals we sell.

The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, global price fluctuations, and the availability and cost of transportation. If prices for ferrous metallics increase by a greater margin than corresponding price increases for the sale of our steel products, we may not be able to recoup such cost increases from increases in the selling prices of steel products. Conversely, depressed prices for ferrous

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scrap may constrain its supply, which may adversely affect our metals recycling operations and also the availability of certain grades of scrap for our steelmaking operations. Additionally, our inability to pass on all or any substantial part of any cost increases during periods of rapidly rising scrap prices, through scrap or other surcharges, or to provide for our customers’ needs because of the potential unavailability of key raw materials or other inputs, may result in production curtailments or may otherwise have a material adverse effect on our business, financial condition, results of operations or prospects.

The cost and availability of electricity and natural gas are also subject to volatile market conditions.

Steel producers like us consume large amounts of energy, inasmuch as mini-mills melt ferrous scrap in electric arc furnaces and use natural gas to reheat steel or steel billets for rolling into finished products. We rely on third parties for the supply of energy resources we consume in our steelmaking activities. The prices for and availability of electricity, natural gas, oil and other energy resources are also subject to volatile market conditions, often affected by weather conditions as well as political and economic factors beyond our control. As large consumers of electricity and gas, we must have dependable delivery in order to operate. Accordingly, we are at risk in the event of an energy disruption. Prolonged blackouts or brownouts or disruptions caused by natural disasters or by political considerations would substantially disrupt our production. In addition, a significant portion of our finished steel products are delivered by truck. Unforeseen fluctuations in the price of fuel attributable to fluctuations in crude oil prices would also have a negative impact on our costs or on the costs of many of our customers. In addition, changes in certain environmental regulations in the United States, including those that may impose output limitations or higher costs associated with climate change or greenhouse gas emissions legislation could substantially increase the cost of manufacturing and raw materials, such as energy, to us and other United States steel producers.

Fluctuations in the value of the United States dollar relative to other currencies may adversely affect our business.

Fluctuations in the value of the dollar can be expected to affect our business. A strong United States dollar, such as recently, makes imported products less expensive, potentially resulting in more imports of steel products into the United States by our foreign competitors, while a weak United States dollar may have the opposite impact on imports.

Compliance with and changes in environmental and remediation requirements could result in substantially increased capital requirements and operating costs.

Existing laws or regulations, as currently interpreted or as may be interpreted in the future, as well as future laws or regulations, may have a material adverse effect on our results of operations and financial condition.

We are subject to comprehensive local, state, federal and international statutory and regulatory environmental requirements relating to, among other things:

· the acceptance, storage, treatment, handling and disposal of solid and hazardous waste;

· the discharge of materials into the air, including periodic changes to the National Ambient Air Quality Standards and to emission standards;

· the management and treatment of wastewater and storm water;

· the remediation of soil and groundwater contamination;

· global climate change legislation or regulation;

· the need for and the ability to timely obtain air, water or other operating permits;

· the timely reporting of certain chemical usage, content, storage and releases;

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· the remediation and reclamation of land used for iron mining;

· natural resource damages; and

· the protection of our employees’ health and safety.

Compliance with environmental laws and regulations, which affect our steelmaking, metals recycling and ironmaking operations, is a significant factor in our business. We are required to obtain and comply with environmental permits and licenses, and failure to obtain or renew or the violation of any permit or license could result in substantial fines and penalties, suspension of operations and/or the closure of a subject facility. Similarly, delays, increased costs and/or the imposition of onerous conditions to the securing or renewal of operating permits could have a material adverse effect on these operations.

Private parties might also bring claims against us under citizen suit provisions and/or for alleged property damage or personal injury resulting from the environmental impacts of our operations. Moreover, legal requirements change frequently, are subject to interpretation and have tended to become more stringent over time. Uncertainty regarding adequate pollution control levels, testing and sampling procedures, and new pollution control technology are factors that may increase our future compliance expenditures. We are unable to predict the ultimate cost of future compliance with these requirements or their effect on our operations. Although we work hard to be in substantial compliance with all applicable laws and regulations, legal requirements frequently change and are subject to interpretation. New laws, regulations and changing interpretations by regulatory authorities, together with uncertainty regarding adequate pollution control levels, testing and sampling procedures, and evolving pollution control technology are among the factors that may increase our future expenditures to comply with environmental requirements. The cost of complying with existing laws or regulations as currently interpreted or reinterpreted in the future, or with future laws or regulations, may have a material adverse effect on our results of operations and financial condition.

Our manufacturing and metals recycling operations produce significant amounts of by-products, some of which are handled as solid or hazardous waste. For example, our mills generate electric arc furnace (EAF) dust, which the United States Environmental Protection Agency (United States EPA) and other regulatory authorities classify as hazardous waste and regulate accordingly.

In addition, the primary feed materials for the shredders operated by our metals recycling operations include automobile hulks and obsolete household appliances. A portion of the feed materials consist of unrecyclable material known as shredder residue. If laws or regulations, the interpretation of the laws or regulations, or testing methods change with regard to EAF dust or shredder residue, we may incur significant additional expenditures.

CERCLA enables the United States EPA, state agencies and certain private parties to recover from owners, operators, generators and transporters the cost of investigation and cleanup of sites at which hazardous substances were disposed. In connection with CERCLA and analogous state laws, we may be required to clean up contamination discovered at our sites including contamination that may have been caused by former owners or operators of the sites, to conduct additional cleanup at sites that have already had some cleanup performed, and/or to perform cleanup with regard to sites formerly used in connection with our operations.

In addition, we may be required to pay for, or to pay a portion of, the costs of cleanup at sites to which we sent materials for disposal or recycling, notwithstanding that the original disposal or recycling activity may have complied with all regulatory requirements then in effect. Pursuant to CERCLA, a party can be held jointly and severally liable for all of the cleanup costs associated with a disposal site. In practice, a liable party often splits the costs of cleanup with other potentially responsible parties. We have received notices from the United States EPA, state agencies and third parties that we have been identified as potentially responsible for the cost of investigating and cleaning up a number of disposal sites. In most cases, many other parties are also named as potentially responsible parties.

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Because CERCLA can be imposed retroactively on shipments that occurred many years ago, and because the United States EPA and state agencies are still discovering sites that pose a threat to public health or the environment, we can provide no assurance that we will not become liable for significant costs associated with investigation and remediation of CERCLA cleanup sites.

CERCLA, including the Superfund Recycling Equity Act of 1999, limits the exposure of scrap metal recyclers for sales of certain recyclable material under certain circumstances. However, the recycling defense is subject to a number of limitations and may be found not to apply to all instances of recycling activity that we conduct.

Increased regulation associated with climate change and greenhouse gas emissions (GHG) could impose significant additional costs on both our steelmaking and metals recycling operations.

The United States government or various governmental agencies may introduce additional regulatory changes in response to the potential impacts of climate change. International treaties or agreements may also result in increasing regulation of GHG emissions, including the introduction of carbon emissions trading mechanisms. Any such regulation regarding climate change and greenhouse gas, or GHG emissions, could impose significant costs on our steelmaking and metals recycling operations and on the operations of our customers and suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs in order to comply with current or future laws or regulations concerning and limitations imposed on our operations by virtue of climate change and GHG emissions laws and regulations. Any adopted future climate change and greenhouse regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to such limitations.

From a medium and long-term perspective, we are likely to see an increase in costs relating to our assets that emit significant amounts of greenhouse gases as a result of these regulatory initiatives. These regulatory initiatives may impact our operations directly or through our suppliers or customers. Until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our financial condition, operating performance and ability to compete.

Risks Related to the Business

Our senior secured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility.

Restrictions and covenants in our existing debt agreements, including our senior secured credit facility, and any future financing agreements, may impair our ability to finance future operations or capital needs or to engage in other business activities. Specifically, these agreements may limit or restrict our ability to:

· incur additional indebtedness;

· pay dividends or make distributions with respect to our capital stock, in excess of certain amounts;

· repurchase or redeem capital stock;

· make some investments;

· create liens on property;

· make some capital expenditures;

· enter into transactions with affiliates or related persons;

· issue or sell stock of certain subsidiaries;

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· sell or transfer assets; and

· enter into mergers, acquisitions or consolidations, or some joint ventures.

A breach of any of the restrictions or covenants could cause a default under our senior secured credit facility, our senior notes, or our other debt. A significant portion of our indebtedness then may become immediately due and payable if the default is not remedied.

Under our senior secured credit facility, we are required to maintain certain financial covenants tied to our leverage and profitability. Our ability to meet such covenants or other restrictions can be affected by events beyond our control. If a default were to occur, the lenders could elect to declare all amounts then outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure such indebtedness. We have pledged substantially all of our receivables and inventories and all shares of capital stock or other equity interests of our subsidiaries and intercompany debt held by us as collateral for our senior secured credit facility.

We may face significant price and other forms of competition from other steel producers, scrap processors and alternative materials, which could have a material adverse effect on our business, financial condition, results of operation, or prospects.

The global markets in which steel companies and scrap processors conduct business are highly competitive and became even more so due to continued global economic slowdown and consolidations in the steel and scrap industries. Additionally, in many applications, steel competes with other materials, such as aluminum, cement, composites, plastics, carbon fiber, glass and wood. Increased use of alternative materials could decrease demand for steel and combined with increased competition could cause us to lose market share, increase expenditures or reduce pricing, any one of which could have a material adverse effect on our business, financial condition, results of operations or prospects. The global steel industry suffers from overcapacity, and that excess capacity intensifies price competition in some of our products. A decrease in the global demand for steel scrap, due to market or other conditions, generally causes a decrease in the price of scrap metals. A decrease in price could result in some scrap generators exiting the marketplace which could further decrease the availability of scrap. This shortage in availability of scrap could have a material adverse effect on both our steelmaking and our metals recycling operations and thus on our business, financial condition, results of operations or prospects.

We are subject to significant risks relating to changes in commodity prices and may not be able to effectively protect against these risks.

We are exposed to commodity price risk during periods where we hold scrap metal inventory for processing or resale. Prices of commodities, including scrap, can be volatile due to numerous factors beyond our control. In an increasing price environment for raw materials, competitive conditions may limit our ability to pass on price increases to our consumers. In a decreasing price environment for processed scrap, we may not have the ability to fully recoup the cost of raw materials that we procure, process, and sell to our customers. In addition, new entrants into the market areas we serve could result in higher purchase prices for raw materials and lower margins from our scrap. We have not hedged positions in certain commodities where futures markets are not well established. Thus, our sales and inventory position will be vulnerable to adverse changes in commodity prices, which could materially adversely impact our operating and financial performance.

The profitability of our metals recycling operations depends, in part, on the availability of an adequate source of supply.

We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have no obligation to sell recyclable metal to us. In periods of low industry prices, suppliers may elect to hold recyclable metal to wait for higher prices or intentionally slow their metal collection activities. If a substantial number of suppliers cease selling recyclable metal to us, we will be unable to recycle metal at desired levels and our results of operations and financial condition could be materially adversely affected. In addition, a slowdown of industrial production in the United States reduces the supply of industrial grades of metal to the metal recycling industry, resulting in our having less recyclable metal available to process and market.

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We may face risks associated with the implementation of our growth strategy.

Our growth strategy subjects us to various risks. As part of our growth strategy, we may expand existing facilities, enter into new product or process initiatives, acquire or build additional plants, acquire other businesses and assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business. These transactions will likely involve some or all of the following risks:

· the risk of entering markets in which we have little experience;

· the difficulty of competing for acquisitions and other growth opportunities with companies having materially greater financial resources than us;

· the inability to realize anticipated synergies or other benefits expected from an acquisition;

· the difficulty of integrating the new or acquired operations and personnel into our existing operations;

· the potential disruption of ongoing operations;

· the diversion of financial resources to new operations or acquired businesses;

· the diversion of management attention from other business concerns to new operations or acquired businesses;

· the loss of key employees and customers of acquired businesses;

· the potential exposure to unknown liabilities;

· the inability of management to maintain uniform standards, controls, procedures and policies;

· the difficulty of managing the growth of a larger company;

· the risk of becoming involved in labor, commercial, or regulatory disputes or litigation related to the new operations or acquired businesses;

· the risk of becoming more highly leveraged;

· the risk of contractual or operational liability to other venture participants or to third parties as a result of our participation;

· the inability to work efficiently with joint venture or strategic alliance partners; and

· the difficulties of terminating joint ventures or strategic alliances.

These initiatives or transactions might be required for us to remain competitive, but we may not be able to complete any such transactions on favorable terms or obtain financing, if necessary. Future transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our sales and earnings may be significantly reduced.

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Impairment charges could adversely affect our results of operations.

Occasionally, assumptions that we have made regarding products or businesses we have acquired or sought to develop about the sustainability of markets we sought to exploit, or about industry conditions that underlay our decisionmaking when we elected to capitalize a venture turn out differently than anticipated. In such instances, the fair value of such assets may fall below their carrying value recorded on our balance sheet.

Accordingly, we periodically test goodwill, intangible assets and long-lived assets to determine whether their estimated fair value is in fact less than their value recorded on our balance sheet. If we determine that the fair value of any of these assets, from whatever cause, is less than the value recorded on our balance sheet, we are required to incur non-cash asset impairment charges, such as those recorded in current and past years, that adversely affect our results of operations. There can be no assurances that continued market dynamics or other factors may not result in future impairment charges.

We are subject to litigation and legal compliance risks which could adversely affect our financial condition, results of operations and liquidity.

We recently entered into settlement agreements in connection with a long-standing class action antitrust lawsuit, Standard Iron Works v Arcelor Mittal, et al , brought against us and others in Chicago federal court in 2008, by both direct and indirect purchasers of steel products, alleging a price fixing conspiracy to limit the output of steel. The settlements recorded in 2016, are awaiting final court approval, involved the aggregate payment into escrow of approximately $5.6 million in early 2017.

We are additionally involved from time to time in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which at the present time are expected to have a material impact on our financial conditions, results of operations or liquidity. For additional information regarding legal proceedings please refer to Item 3. Legal Proceedings .

In addition to risks associated with our environmental and other regulatory compliance, our international operations are subject to complex foreign and United States laws and regulations, including the Foreign Corrupt Practices Act, regulations related to import-export controls, the Office of Foreign Assets Control, and other laws and regulations, each of which may increase our cost of doing business and expose us to increased risk.

Unexpected equipment downtime or shutdowns could adversely affect our business, financial condition, results of operations and prospects.

Interruptions in our production capabilities could adversely affect our production costs, products available for sale and earnings during the affected period. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures or other events. We have experienced and may in the future experience plant shutdowns or periods of reduced production as a result of such equipment failures or other events. These disruptions could have an adverse effect on our operations, customer service levels, financial results and prospects.

We have incurred, and may incur in the future, costs to idle facilities, idled facility carrying costs, or increased costs to resume production at idled facilities.

Due to a significant and sustained decline in global pig iron pricing, which resulted in the cost of iron nugget production being higher than product selling values, we indefinitely idled our Minnesota ironmaking operations in May 2015. We incurred approximately $34.8 million (inclusive of noncontrolling interest of $5.1 million) of expenses related to the idling, including $21.0 million of non-cash inventory valuation adjustments in the second quarter of 2015. We continue to incur minor ongoing carrying costs related to these idled facilities and, should we in the future resume production, we would incur further costs related to preparing the Minnesota ironmaking operations for operation, performing any required repairs and maintenance, and training employees.

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Should economic or market conditions dictate, we may in the future idle additional facilities, which may require us to incur additional idling and carrying costs related to those facilities, as well as further increased costs should production be resumed at any idled facility, which could have an adverse effect on our financial results and results of operations.

We may face risks to the security of our information technology.

Increased global information technology security requirements, vulnerabilities, threats and a rise in sophisticated and targeted cybercrime pose a risk to the security of our systems, our information networks, and to the confidentiality, availability and integrity of our data, as well as to the functionality of our automated and electronically controlled manufacturing operating systems. Although we have adopted procedures and controls to protect our information and operating technology, including sensitive proprietary information and confidential and personal data, there can be no assurance that a system or network failure, or security breach, will be prevented. This could lead to system interruption, production delays or downtimes and operational disruptions, the disclosure, modification or destruction of proprietary and other key information, which could have an adverse effect on our reputation, financial results and results of operations.

Governmental agencies may refuse to grant or renew some of our licenses and permits.

We must receive licenses, air, water and other permits and approvals from state and local governments to conduct certain of our operations or to develop or acquire new facilities. Governmental agencies sometimes resist the establishment of certain types of facilities in their communities, including scrap metal collection and processing facilities. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. Failure to do so could have a material adverse effect on our results of operations and financial condition.

Risks Related to the Exchange Notes and our Indebtedness

We may not have sufficient cash flow to make payments on the Notes and our other debt.

At December 31, 2016, we had $2,386.8 million of consolidated indebtedness outstanding, including $32.6 million of secured indebtedness which would be effectively senior to the Notes to the extent of the value of the assets securing such indebtedness. In addition, we would have had $1.2 billion of availability under our revolving credit facility (excluding $12.4 million of undrawn letters of credit and other obligations, which reduce availability under our revolver), subject to certain conditions, including satisfying specified financial covenants, all of which would be secured if drawn.

Our ability to pay principal and interest on the Notes and our other debt and to fund our planned capital expenditures depends on our future operating performance. Our future operating performance is subject to a number of risks and uncertainties that are often beyond our control, including general economic conditions and financial, competitive, regulatory and environmental factors. For a discussion of some of these risks and uncertainties, see “ — Risks Related to Our Industry” and “— Risks Related to Our Business.” Consequently, we cannot assure you that we will have sufficient cash flow to meet our liquidity needs, including making payments on our indebtedness.

If our cash flow and capital resources are insufficient to allow us to make scheduled payments on the Notes or our other debt, we may have to sell assets, seek additional capital or restructure or refinance our debt. We cannot assure you that the terms of our debt will allow for these alternative measures or that such measures would satisfy our scheduled debt service obligations.

If we cannot make scheduled payments on our debt:

· our debt holders could declare all outstanding principal and interest to be due and payable;

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· the lenders under our Senior Secured Credit Facility could terminate their commitments and commence foreclosure proceedings against our assets;

· we could be forced into bankruptcy or liquidation; and

· you could lose all or part of your investment in the Notes.

The amount of our indebtedness may limit our financial and operating flexibility. For example, it could:

· make it more difficult to satisfy our obligations with respect to our debt, including the Notes;

· limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;

· require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, reducing our ability to use these funds for other purposes;

· limit our ability to adjust rapidly to changing market conditions; and

· increase our vulnerability to downturns in general economic conditions or in our business.

Despite the level of our indebtedness, we may still incur significantly more debt, which could further increase the risks described above.

The terms of our Senior Secured Credit Facility limit but do not prohibit us or our subsidiaries from incurring additional indebtedness in the future. Moreover, the terms of the Exchange Notes and the indentures governing our existing notes, including the Old Notes, do not limit our ability to incur additional unsecured indebtedness. If new indebtedness is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify, and we may not be able to meet all our debt obligations, including repayment of the Exchange Notes, in whole or in part. Subject to certain limitations, any additional debt could also be secured or incurred by our non-guarantor subsidiaries which could increase the risks described above.

Your right to receive payments on the Exchange Notes is effectively subordinated to the rights of our and the Subsidiary Guarantors’ existing and future secured creditors. Further, your right to receive payments on the Exchange Notes is effectively subordinated to all our non-guarantor subsidiaries’ existing and future indebtedness.

Our obligations under the Old Notes and the Exchange Notes are unsecured. Holders of our secured indebtedness, including indebtedness under our Senior Secured Credit Facility (except during a Collateral Suspension), and the secured indebtedness of our subsidiaries that guarantee the Notes will have claims that are before your claims as holders of the Notes to the extent of the value of the assets securing that other indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding up, liquidation, reorganization, or other bankruptcy proceeding, holders of our secured indebtedness will have a prior claim to our assets that constitute their collateral. Holders of the Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes. As a result, holders of the Notes may receive less, ratably, than holders of secured indebtedness. As of December 31, 2016, we had $32.6 million of secured indebtedness. In addition, we would have had $1.2 billion of availability under our revolving credit facility (excluding $12.4 million of undrawn letters of credit and other obligations, which reduces availability under our revolver), subject to certain conditions, including satisfying specified financial covenants, all of which would be secured if drawn.

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Additionally, some but not all of our subsidiaries will Guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of December 31, 2016, our subsidiaries that will not guarantee the Notes had assets of $360.5 million (excluding intercompany receivables), or 5.6% of our total assets, and liabilities of $95.6 million (excluding intercompany liabilities), or 2.7% of our total liabilities. For more information on our subsidiaries that will not guarantee the Notes, please see footnote (14) to our consolidated financial statements included on Form 10-K for the year ended December 31, 2016 incorporated by reference herein.

We may be prohibited from repurchasing, and may be unable to repurchase, the Notes upon a change of control, which would cause defaults under the indenture for the Notes or possibly any of our debt or financing agreements that may be in effect at the time of the change of control.

If we experience a change of control as that term is defined in the indenture governing the Notes, we will be required to make an offer to repurchase all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of payment. We cannot assure you that we will have sufficient funds or be able to arrange for additional financing to repurchase the Notes following such a change of control. In addition, we cannot assure you that a repurchase of the Notes following such a change in control would be permitted pursuant to any of our debt or financing agreements that would be in effect at the time of such change in control, which could cause our other indebtedness to be accelerated. If such indebtedness were to be accelerated, we may not have sufficient funds to repurchase the Notes and repay such indebtedness.

An active trading market for the Notes may not develop.

The Notes are a new issue of securities for which there is currently no trading market. Any trading of the Notes may be at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors. In addition, we do not know whether an active trading market will develop for the Notes. To the extent that an active trading market does not develop, the liquidity and trading prices for the Notes may be harmed. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any interdealer quotation system. The initial purchasers have advised us that they currently intend to make a market the Notes. However, they are not obligated to do so, and they may discontinue any market making with respect to the Notes at any time, for any reason or for no reason, without notice. If the initial purchasers cease to act as market makers for the Notes, we cannot assure you another firm or person will make a market in the Notes. The liquidity of any market for the Notes will depend upon the number of holders of the Notes, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the Notes and other factors. An active or liquid trading market for the Notes may not develop.

Fraudulent conveyance laws could void the Guarantees of the Notes.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee, either: (i) intended to hinder, delay or defraud any present or future creditor; or (ii) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (a) was insolvent or rendered insolvent by reason of the incurrence of the guarantee, (b) was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. Moreover, any payments made by a Subsidiary Guarantor pursuant to its guarantee could be voided and required to be returned to the Subsidiary Guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor. To the extent that any guarantee is voided as a fraudulent conveyance, the claims of holders of the Notes with respect to such guarantee could be materially adversely affected.

In addition, a legal challenge of a guarantee on fraudulent conveyance grounds will focus on, among other things, the benefits, if any, realized by the relevant Subsidiary Guarantor as a result of the issuance of the Notes. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the governing law. Generally, however, a Subsidiary Guarantor would be considered insolvent if:

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· the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or

· the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.

The indenture that will govern the Notes will contain a “savings clause” intended to limit each subsidiary guarantor’s liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. We cannot assure you that this provision will be upheld as intended.

Any decline in our corporate credit ratings or the rating of the Notes could adversely affect the value of the Notes.

Any decline in the ratings of our corporate credit or the Notes or any indications from the rating agencies that their ratings on our corporate credit or the Notes are under surveillance or review with possible negative implications could adversely affect the value of the Notes. In addition, a ratings downgrade could adversely affect our ability to access capital.

Risks Relating to the Exchange Offer

If you do not properly tender your unregistered Old Notes, your ability to transfer such outstanding unregistered Old Notes will be adversely affected.

We will only issue Exchange Notes in exchange for unregistered Old Notes that are timely received by the Exchange Agent, together with all required documents, including a properly completed and signed letter of transmittal or electronic transfer into the DTC. Therefore, you should allow sufficient time to ensure timely delivery of the unregistered Old Notes and you should carefully follow the instructions on how to tender your unregistered Old Notes. None of us, the Subsidiary Guarantors or the Exchange Agent are required to tell you of any defects or irregularities with respect to your tender of the unregistered Old Notes. If you do not tender your unregistered Old Notes or if your tender of unregistered Old Notes is not accepted because you did not tender them properly, then, after consummation of the Exchange, you will continue to hold Old Notes that are subject to the existing transfer restrictions. After the Exchange is consummated, if you continue to hold any unregistered Notes, you may have difficulty selling them because there will be fewer unregistered Old Notes remaining and the market for them, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged unregistered Old Notes could become even more limited than the existing market for the unregistered Old Notes and could cease to exist altogether due to the reduction in the amount of the unregistered Old Notes remaining upon consummation of the Exchange.

If you are a broker-dealer or participating in a distribution of the Exchange Notes, you may be required to deliver prospectuses and comply with other requirements.

If you tender your unregistered notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a broker-dealer that receives Exchange Notes for your own account in exchange for unregistered Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes.

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SUMMARY OF THE TERMS OF THE EXCHANGE

On December 6, 2016, we issued $400.0 million aggregate principal amount of unregistered 5.000% notes due 2026 (the “Old Notes”). The unregistered Old Notes are fully and unconditionally guaranteed, on a joint and several basis, as to payment of principal and interest, by each of the Subsidiary Guarantors (except as limited as described under “Description of the Exchange Notes,” below). On the same day, we and the initial purchasers of the unregistered Old Notes entered into a registration rights agreement in which we agreed that you, as a holder of unregistered notes, would be entitled to exchange your unregistered notes for Exchange Notes registered under the Securities Act. This Exchange Offer is intended to satisfy these rights. After the Exchange Offer is completed, you will no longer be entitled to any registration rights with respect to the Old Notes. The Exchange Notes will be our obligation and will be entitled to the benefits of the indenture relating to the Old Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the unregistered Old Notes, except that:

· The Exchange Notes have been registered under the Securities Act and, therefore, will contain no transfer restrictions or restrictive legends;

· Holders of the Exchange Notes will not have registration rights; and

· Holders of the Exchange Notes will not have rights to additional interest.

For additional information on the terms of this exchange offer, see “The Exchange Offer.”

For a more detailed description of the Exchange Notes, see “Description of the Exchange Notes.”

Exchange Notes		We are offering to exchange the Exchange Notes — specifically, up to $400.0 million aggregate principal amount of our 5.000% Senior Notes due December 15, 2026 that have been registered under the Securities Act for an equal face amount of our outstanding Old Notes — specifically, our unregistered 5.000% Senior Notes due December 15, 2026.

Expiration Date		This Exchange Offer will expire at 5:00 p.m., New York City time, on , 2017, unless extended. We do not currently plan to extend the Expiration Date.

Withdrawal Rights		A tender of outstanding Old Notes may be withdrawn at any time prior to 5:00 p.m. New York time, on the Expiration Date. Any Old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder, promptly after the expiration or termination of the Exchange Offer.

Resales of the Exchange Notes		Based on an interpretation by the staff of the SEC, set forth in no-action letters issued to various third parties unrelated to us, we believe that Exchange Notes to be issued in the Exchange in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if you meet the following conditions: · the Exchange Notes are acquired by you in the ordinary course of your business; · you are not engaged in or participating, do not intend to engage in or participate and have no arrangement or understanding with any person to engage in or participate in a distribution of the Exchange Notes; and · you are not our affiliate, as that term is defined in Rule 405 under the Securities Act, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable. · if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and · you are not acting on behalf of any person or entity that could not truthfully make these representations.

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		In addition, each participating broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes pursuant to the Exchange, that were acquired by that broker-dealer as a result of market-making activities or other trading activities must agree to deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes. See “Plan of Distribution.”

		If you are a holder of Old Notes, including any broker-dealer, and you are an affiliate of Steel Dynamics, Inc., did not acquire the Exchange Notes in the ordinary course of your business, or you wish to tender your Old Notes in the Exchange with the intention of participating, or for the purpose of participating in a distribution of the Exchange Notes, you cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, absent an available exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes.

Certain Conditions to the Exchange		The Exchange is subject to customary conditions, which we may waive. We will not be required to accept for exchange any Old Notes, and may amend or terminate the Exchange Offer if any of the following conditions or events occurs: · the Exchange Offer or the making of any exchange by a holder of Old Notes violates applicable law or any applicable interpretation of the staff of the SEC; · any action or proceeding shall have been instituted with respect to the Exchange Offer which, in our reasonable judgment, would impair our ability to proceed with the Exchange Offer; or · any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or promulgated which, in our good faith determination, do not permit us to effect the Exchange Offer. We will promptly give oral or written notice of any non-acceptance of the unregistered Old Notes or of any amendment to or termination of the Exchange Offer to the registered holders of the unregistered Old Notes. We reserve the right to waive any conditions of the Exchange Offer. Please read the section captioned “Terms of the Exchange—Certain Conditions to the Exchange” for more information regarding the conditions to the Exchange.

Effects on Holders of Outstanding Old Notes		As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding Old Notes pursuant to the terms of, the Exchange, we will have fulfilled a covenant in the Registration Rights Agreement and, accordingly, there will thereafter be no increase in the interest rate on the Old Notes as described in the Registration Rights Agreement. If you are a holder of Old Notes and you do not tender your Old Notes in the Exchange, you will continue to hold the Old Notes and will be entitled to all the rights and limitations applicable to the Old Notes in the Indenture relating to the Notes, except for any rights under the Registration Rights Agreement that by their terms terminate upon the consummation of the Exchange.

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Consequences of Failure to Exchange		If you do not exchange your Old Notes for Exchange Notes, you will continue to hold your outstanding Old Notes and will be entitled to all the rights and subject to all the limitations applicable to the Old Notes in the Indenture relating to the Old Notes, except that you will no longer be able to obligate us to register your Old Notes under the Securities Act. In that event, you will not be able to resell, offer to resell or otherwise transfer your Old Notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with this Exchange, we do not currently anticipate that we will register the Old Notes under the Securities Act. The Old Notes, to the extent not tendered hereunder, will, however, continue to bear interest at the same rate as the Exchange Notes. Holders of Exchange Notes, after the tender, will receive the same accrued interest payments they would have received had they not accepted the Exchange Offer.

Procedures for Tendering Old Notes		If you wish to participate in an Exchange Offer, you must either: · Transmit a properly completed and signed letter of transmittal, and all other documents required by the letter of transmittal, to the Exchange Agent at the address set forth in the letter of transmittal. These materials must be received by the Exchange Agent before 5:00 p.m., New York City time, on , 2017, the expiration date of the Exchange Offer. You must also provide physical delivery of your unregistered Old Notes to the Exchange Agent’s address as set forth in the letter of transmittal; or · If you hold Old Notes through DTC and wish to participate in the Exchange, you may effect a tender of unregistered Old Notes electronically by book-entry transfer into the Exchange Agent’s account at DTC. You must also comply with the Automated Tender Offer Program procedures prescribed by DTC, by the terms of which you will agree to be bound by the letter of transmittal.

Tax Considerations		The exchange of Old Notes for Exchange Notes in the Exchange will not be a taxable event for U.S. federal income tax purposes. The Exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the Exchange, you will continue to have the same adjusted basis and holding period in each Exchange Note received as you had immediately prior to the Exchange in the corresponding Old Note surrendered. See “Tax Considerations.”

Use of Proceeds		We will not receive any cash proceeds from the issuance of Exchange Notes pursuant to the Exchange.

Exchange Agent		Wells Fargo Bank, National Association is the Exchange Agent for the Exchange. The address and telephone number of the Exchange Agent are:

	Regular Mail or Air Courier:		Registered or Certified Mail:
	Wells Fargo Bank , N.A.		Wells Fargo Bank, N.A.
	Corporate Trust Operations		Corporate Trust Operations
	MAC N9300-070		MAC N9300-070
	600 South Fourth Street, 7 th Fl.		P.O. Box 1517
	Minneapolis, MN 55479		Minneapolis, MN 55480-1517
	Or By Facsimile Transmission: (612) 667-6282 Telephone: (800) 344-5128

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Purpose of the Exchange Offer		The Exchange Notes are being offered to satisfy our obligations under the Registration rights Agreement entered into with the initial purchasers of the Old Notes at the time the Old Notes were issued and sold.

Delivery		You must also deliver the Old Notes and any other required documents to the Exchange Agent at the address set forth below. If you hold Old Notes through DTC and wish to participate in the Exchange, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things: · any Exchange Notes you receive will be acquired in the ordinary course of your business; · you have no arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes; · if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of those Exchange Notes; and · you are not our “affiliate,” as defined in Rule 405 of the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.
Special Procedures for Beneficial Owners		If you are the beneficial owner of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your Old Notes, you should promptly contact the person in whose name your Old Notes are registered and instruct that person to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the person in whose name your Old Notes are registered. The transfer of registered ownership may take considerable time. See “Terms of Exchange—Procedures for Tendering—Procedures Applicable to All Holders.”

Guaranteed Delivery Procedures		If you wish to tender your Old Notes and your Old Notes are not immediately available, or you cannot deliver your Old Notes with the accompanying letter of transmittal or any other documents required by the accompanying letter of transmittal, or you cannot comply with the applicable procedures under DTC’s Automated Tender Offer Program before 5:00 p.m. New York City time on the Expiration Date, you must tender your Old Notes according to the guaranteed delivery procedures set forth in this Prospectus under “Terms of the Exchange—Guaranteed Delivery Procedures.”

Please see “Terms of the Exchange” for more detailed instructions on how to obtain Exchange Notes for your Old Notes.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The following is a brief summary of some of the basic information about the Exchange Notes and is not intended to be complete. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the Exchange Notes.

In the Exchange you are entitled to exchange your Old Notes for Exchange Notes, which are identical in all material respects to the Old Notes except that:

· the Exchange Notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;

· the Exchange Notes are not entitled to the registration rights that are applicable to the Old Notes under the Registration Rights Agreement; and

· our obligation to pay additional interest on the Old Notes if the Exchange is not consummated by the date that is 366 days after the Closing Date of December 6, 2016, does not apply to the Exchange Notes.

Issuer		Steel Dynamics, Inc.

Exchange Notes Offered		$400,000,000 aggregate principal amount of 5.000% Senior Notes due 2026.

Maturity		The Exchange Notes mature December 15, 2026.

Interest Rate		The Exchange Notes pay interest at 5.000% per annum payable in cash.

Interest Payment Dates		Interest is payable on the Exchange Notes on June 15 and December 15 of each year.

Guarantees		The Exchange Notes are guaranteed on a senior unsecured basis by Jackson Iron & Metal Company, Inc.; Marshall Steel, Inc.; New Millennium Building Systems, LLC; OmniSource, LLC (f/k/a OmniSource Corporation); OmniSource Limited, LLC (f/k/a OmniSource, LLC); OmniSource Southeast, LLC; OmniSource Transport, LLC; Roanoke Electric Steel Corporation; Steel Dynamics Sales North America, Inc.; Steel Dynamics Columbus, LLC; Steel Dynamics Enterprises, Inc.; Steel of West Virginia, Inc.; Steel Ventures, Inc.; Superior Aluminum Alloys, LLC; SWVA, Inc.; and The Techs Industries, Inc.

Optional Redemption		The Exchange Notes will be redeemable at any time on or after December 15, 2021, at the redemption prices set forth in this Prospectus, plus accrued and unpaid interest, if any, up to but not including the date of redemption. In addition, at any time before December 15, 2019, we may redeem up to 35% of the aggregate principal amount outstanding of the Exchange Notes with the net cash proceeds from sales of our common stock at a redemption price equal to 105.000% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.

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		At any time prior to December 15, 2021, we may redeem some or all of the Exchange Notes by paying a “make-whole” premium. See “Description of the Exchange Notes — Optional Redemption.”
Change of Control		Upon the occurrence of a change of control (as defined under “Description of the Exchange Notes”), we will be required to make an offer to purchase the Notes. The purchase price will equal 101% of the principal amount of the Notes on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of the Exchange Notes — Repurchase of Notes Upon a Change of Control.”

Certain Covenants		We issued the Old Notes, and will issue the Exchange Notes, under an Indenture with Wells Fargo Bank, National Association, as trustee. The Indenture, among other things, limits our ability and the ability of our Significant Subsidiaries (as defined under “Description of the Exchange Notes”) to: · engage in sale-leaseback transactions; · create liens; and · engage in a merger, sale or consolidation. These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Exchange Notes—Certain Covenants” in this Prospectus.

Use of Proceeds		We will not receive any cash proceeds upon the completion of the Exchange.

Further Issuances		We may from time to time, without notice to or the consent of the holders of Exchange Notes, create and issue additional Notes ranking equally and ratably with the Exchange Notes.

Form of Exchange Notes		The Exchange Notes to be issued in the Exchange will be represented by one or more global securities deposited with the Trustee for the benefit of DTC. You will not receive Exchange Notes in certificated form. Instead, beneficial interests in the Exchange Notes to be issued in the Exchange will be shown on, and a transfer of these interests will be effected only through, records maintained in book entry form by DTC with respect to its participants.

Amendments and Waivers		Except for specified amendments, the Indenture may be amended with the consent of the holders of a majority of the principal amount of the Notes then outstanding.

Absence of a Public Market for the Exchange Notes		The Exchange Notes generally will be freely transferable but will also be new securities for which there will not initially be a market. It is not certain whether a market for the Exchange Notes will develop or whether any such market would provide a significant degree of liquidity. We do not intend to apply for a listing of the Exchange Notes on any domestic securities exchange or seek approval for quotation through any automated quotation system.

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USE OF PROCEEDS

We will not receive any proceeds from the exchange of the Old Notes in this Exchange. In consideration for issuing the Exchange Notes as contemplated by this Prospectus, we will receive in exchange a like principal amount of Old Notes. The Old Notes surrendered in exchange for the Exchange Notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated (dollars in thousands). This ratio shows the extent to which our business generates enough earnings, after the payment of all expenses, other than interest, to make required interest payments on our debt.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(DOLLARS IN THOUSANDS)

	2016 (1)			2015			2014 (3)			2013			2012
Interest expense, including amortization of debt issuance costs	$	146,037		$	153,950		$	137,263		$	127,728		$	158,585
Capitalized interest	2,497			457			2,471			4,592			1,394
Fixed charges (a)	148,534			154,407			139,734			132,320			159,979

Income before taxes and before adjustment for noncontrolling interests	564,133			(242,117		)	164,803			262,830			204,066
Amortization of capitalized interest	6,793			7,194			7,194			6,832			6,778
Less capitalized interest	(2,497		)	(457		)	(2,471		)	(4,592		)	(1,394		)
Adjusted earnings (losses) (b)	$	716,963		$	(80,973	)	$	309,260		$	397,390		$	369,429
Ratio of earnings (losses) to fixed charges (b) / (a)	4.83x			Note (2)			2.21x			3.00x			2.31x
Earnings shortfall (2)				$	(235,382	)

(1) Adjusted earnings in 2016 of $717.0 million include $132.8 million of pretax non-cash asset impairment charges related to our Minnesota ironmaking and Metal Recycling assets. Without the impact of these non-cash asset impairment charges, 2016 adjusted earnings would increase from $717.0 million to $849.8 million, resulting in a ratio of earnings to fixed charges of 5.72x.

(2) Adjusted losses in 2015 are not sufficient to cover fixed charges by $235.4 million. Adjusted losses in 2015 include $428.5 million of pretax non-cash impairment charges related to OmniSource goodwill, trade name, property and plant, and other assets. Without the impact of these non-cash impairment charges, 2015 would reflect adjusted earnings of $347.5 million and a ratio of earnings to fixed charges of 2.20x.

(3) Adjusted earnings in 2014 include $260.0 million of pretax non-cash asset impairment charges related to Minnesota ironmaking operations property, plant, and equipment. Without the impact of these non-cash asset impairment charges, 2014 adjusted earnings would be $569.3 million, resulting in a ratio of earnings to fixed charges of 4.07x.

For purposes of calculating our ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes, extraordinary items and before adjustment for noncontrolling interests, adjusted for the portion of fixed charges deducted from the earnings, plus amortization of capitalized interest. Fixed charges consist of interest on all indebtedness, including capitalized interest, and amortization of debt issuances costs.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents our selected historical consolidated financial and operating data as of and for the years ended December 31, 2016, 2015, 2014, 2013, and 2012. The selected consolidated operating, other financial and balance sheet data as of and for the years ended December 31, 2016 and 2015 has been derived from our audited consolidated financial statements and related notes, which are incorporated by reference herein. The selected consolidated operating, other financial and balance sheet data as of and for the years ended December 31, 2014, 2013 and 2012 has been derived from audited consolidated financial statements not included or incorporated by reference herein. You should read the following data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes, certain of which are incorporated by reference herein.

You should also read the following information in conjunction with the data in the table on the following page:

· In the fourth quarter of 2016, we recorded non-cash asset impairment charges associated with the company’s Minnesota ironmaking operations and certain OmniSource assets, which reduced 2016 operating and pretax income by $132.8 million, net income by $89.5 million, net income attributable to Steel Dynamics, Inc. by $76.4 million, and basic and diluted earnings per share by $0.31.

· In the fourth quarter of 2015, we recorded pretax non-cash asset impairment charges related to goodwill, trade name and certain other assets associated with OmniSource, which reduced 2015 operating income by $428.5 million, and net income and net income attributable to Steel Dynamics, Inc. by $268.7 million, and basic and diluted earnings per share by $1.11.

· In the fourth quarter 2014, we recorded a non-cash asset impairment charge associated with the company’s Minnesota ironmaking operations, which reduced 2014 operating and pretax income by $260.0 million, net income by $179.1 million, net income attributable to Steel Dynamics, Inc. by $132.6 million, and basic and diluted earnings per share by $0.55.

· On September 16, 2014, we completed the acquisition of Severstal Columbus, LLC (Columbus Flat Roll Division). Located in northeast Mississippi, Columbus Flat Roll Division is one of the newest and most technologically advanced sheet steel electric arc furnace mills in North America. Columbus Flat Roll Division operations are reflected in our steel operations from the date of acquisition.

· For purposes of calculating our “ratio of earnings to fixed charges”, earnings consist of earnings from continuing operations before income taxes, extraordinary items and before adjustments for noncontrolling interests, adjusted for the portion of fixed charges deducted from these earnings, plus amortization of capitalized interest. Fixed charges consist of interest on all indebtedness, including capitalized interest, and amortization of debt issuance costs.

· Adjusted earnings in 2016 of $717.0 million include the $132.8 million of pretax non-cash asset impairment charges related to our Minnesota ironmaking and OmniSource operations as noted above. Without the impact of these non-cash asset impairment charges, 2016 would reflect adjusted earnings of $849.8 million, and a ratio of earnings to fixed charges of 5.72x.

· Adjusted losses in 2015 of ($81.0) million are not sufficient to cover fixed charges of $154.4 million, by $235.4 million. Adjusted losses in 2015 of ($81.0) million include the $428.5 million of pretax non-cash asset impairment charges related to OmniSource as noted above. Without the impact of these non-cash asset impairment charges, 2015 would reflect adjusted earnings of $347.5 million and a ratio of earnings to fixed charges of 2.20x.

· Adjusted earnings in 2014 of $309.3 million include the $260.0 million of pretax non-cash asset impairment charges related to our Minnesota ironmaking operations as noted above. Without the impact of these non-cash asset impairment charges, 2014 would reflect adjusted earnings of $569.3 million, and a ratio of earnings to fixed charges of 4.07x.

· For purposes of calculating our “operational working capital” for all periods presented, we consider amounts invested in trade receivables and inventories, less current liabilities other than income taxes payable and debt as reported on our consolidated balance sheets.

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	Years Ended December 31,
	2016			2015			2014			2013			2012
	(dollars and shares in thousands, except per share data)
Operating data:
Net sales	$	7,777,109		$	7,594,411		$	8,755,952		$	7,372,924		$	7,290,234
Gross profit	1,334,864			731,718			966,211			719,144			719,898
Operating income	727,966			(72,784		)	320,320			386,525			391,165
Asset impairment charges reflected in operating income (loss)	(132,839		)	(428,500		)	(260,000		)	(308		)	(8,250		)
Net income (loss)	360,006			(145,170		)	91,650			163,516			142,281
Net income (loss) attributable to Steel Dynamics, Inc.	382,115			(130,311		)	157,024			189,314			163,551

Basic earnings (loss) per share	$	1.57		$	(0.54	)	$	0.68		$	0.86		$	0.75
Weighted average common shares outstanding	243,576			242,017			232,547			220,916			219,159
Diluted earnings (loss) per share	$	1.56		$	(0.54	)	$	0.67		$	0.83		$	0.73
Weighted average common shares and share equivalents outstanding	245,298			242,017			242,078			238,996			236,624
Dividends declared per share	$	0.56		$	0.55		$	0.46		$	0.44		$	0.40

Other financial data:
Capital expenditures	$	198,160		$	114,501		$	111,785		$	186,843		$	223,525
Ratio of earnings to fixed charges	4.83x			Note-prior page			2.21x			3.00x			2.31x
Ratio of earnings, excluding asset impairment charges, to fixed charges	5.72x			2.2x			4.07x			3.01x			2.36x

Other data:
Shipments:
Steel operations segment (net tons)	9,245,946			8,328,150			7,358,366			6,119,884			5,832,776

Metals recycling operations segment Ferrous metals (gross tons)	5,070,380			5,139,506			5,566,238			5,505,995			5,647,058
Nonferrous metals (thousands of pounds)	1,103,505			1,082,777			1,173,771			1,052,494			1,051,333

Steel fabrication operations segment (net tons)	562,725			492,875			480,509			366,676			295,161

Steel operations segment production (net tons)	9,503,465			8,528,885			7,376,657			6,266,507			5,884,775

Shares outstanding (in thousands)	243,785			243,090			241,449			222,867			219,523
Number of employees	7,695			7,510			7,780			6,870			6,670

Balance sheet data:
Cash and equivalents, and short-term commercial paper	$	841,483		$	727,032		$	361,363		$	395,156		$	407,437
Operational working capital	1,301,405			1,246,408			1,723,208			1,405,736			1,281,765
Property, plant and equipment, net	2,787,215			2,951,210			3,123,906			2,226,134			2,231,198
Total assets	6,423,732			6,202,082			7,233,159			5,888,534			5,763,561
Long-term debt (including current maturities)	2,356,826			2,594,656			2,981,849			2,081,110			2,173,832
Equity	2,777,459			2,545,111			2,795,527			2,495,855			2,377,842

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents, our long-term debt and our capitalization as of December 31, 2016 (you should read this table in conjunction with our audited consolidated financial statements and related notes incorporated by reference in this prospectus):

	As of December 31, 2016
	(dollars in millions)
Cash and equivalents	$	841.5

Senior Secured Credit Facility (1)	0.0
Other secured obligations	32.6
Total secured debt	32.6

5.125% Senior Notes due 2021	700.0
6 3 / 8 % Senior Notes due 2022	350.0
5 1 / 4 % Senior Notes due 2023	400.0
5.500% Senior Notes due 2024	500.0
5.000% Senior Notes due 2026	400.0
Other unsecured obligations	4.2
Total debt	2,386.8
Redeemable non-controlling interest	111.2
Total Equity	2,777.5
Total capitalization	$	5,275.5

(1) Pursuant to the terms of our Senior Secured Credit Facility, as of December 31, 2016, we had $1.2 billion of undrawn borrowing availability under our revolving credit facility, reduced by $12.4 million of undrawn letters of credit and other obligations.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

We issued the unregistered Old Notes on December 6, 2016, in a private placement to certain initial purchasers pursuant to a Purchase Agreement, and the initial purchasers resold the Old Notes to a limited number of qualified institutional buyers as defined in Rule 144A under the Securities Act in reliance on that rule, and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. On December 6, 2016, we also entered into an original Indenture and a Registration Rights Agreements. The Registration Rights Agreement requires that we file a registration statement under the Securities Act (of which this prospectus forms a part) with respect to the Exchange Notes to be issued in the Exchange Offer and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your Old Notes for a like principal amount of Exchange Notes. Accordingly, by this Exchange Offer, subject to and upon the terms and conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange up to $400.0 million of our 5.000% Senior Notes due 2026 that have been registered under the Securities Act for an equal face amount of our outstanding unregistered 5.000% Senior Notes due 2026 that were issued on December 6, 2016.

Except for the requirements of applicable U.S. federal and state securities laws, there are no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the Exchange which, if not complied with or obtained, would have a material adverse effect on us.

The Exchange Notes will be issued without a restrictive legend and, except as set forth below, may be reoffered and resold by you without registration under the Securities Act. After we complete the Exchange, our obligations with respect to the registration of the Old Notes will terminate, except as provided in the last paragraph of this section. A copy of the original Indenture relating to the Notes and the Registration Rights Agreement have been incorporated by reference into or attached as exhibits to the registration statement of which this Prospectus is a part.

We are making the Exchange Offer in reliance on certain interpretation letters issued by the staff of the SEC, set forth in no-action letters issued to third parties. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that, if you are not our “affiliate” within the meaning of Rule 405 under the Securities Act or a broker-dealer referred to in the next paragraph, the Exchange Notes to be issued to you in the Exchange may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act. This interpretation, however, is based on your representation to us that:

· the Exchange Notes to be issued to you in the Exchange are being acquired in the ordinary course of your business;

· you are not engaging in and do not intend to engage in a distribution of the Exchange Notes to be issued to you in the Exchange; and

· you have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be issued to you in the Exchange.

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If you tender your Old Notes in the Exchange for the purpose of participating in a distribution of the Exchange Notes to be issued to you in the Exchange, you cannot rely on this interpretation by the staff of the SEC. Under those circumstances, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives Exchange Notes in the Exchange for its own account in exchange for Old Notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of those Exchange Notes. See “Plan of Distribution.”

Shelf Registration

In the event that (i) the Company and the Subsidiary Guarantors determine that the Exchange Offer, as described herein, is not available or may not be consummated as soon as practicable because it would violate applicable law or the applicable interpretations of the staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated by December 7, 2017, or (iii) the Exchange Offer has not been completed and in the opinion of counsel for the initial purchasers a registration statement must be filed and a prospectus must be delivered by the initial purchasers in connection with any offering or sale of the Old Notes, we and the Subsidiary Guarantors will use our reasonable best efforts, at our cost, to cause to be filed and to become effective a shelf registration statement with respect to resale of the Old Notes. We will use our best efforts to keep such shelf registration statement continuously effective until the second anniversary of the Closing Date or such shorter period that will terminate when all the Old Notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. In the event of such a shelf registration, we will provide to each holder copies of the prospectus, notify each holder when the shelf registration statement for the Old Notes has become effective and take certain other actions as are required to permit resale of the Old Notes. A holder that sells its Old Notes pursuant to the shelf registration statement (1) generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification obligations).

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THE EXCHANGE

We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes validly tendered and accepted in the Exchange. You may tender some or all of your Old Notes pursuant to the Exchange. However, Old Notes may be tendered only in the principal amount of $2,000.00 or integral multiples of $1,000 in excess thereof.

In connection with the issuance of the Old Notes, we arranged for the Old Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary. Except as otherwise described under “Description of the Exchange Notes,” the Exchange Notes will be issued in the form of one or more global notes registered in the name of DTC or its nominee, and each beneficial owner’s interest in it will be transferrable in book-entry form through DTC.

Upon consummation of the Exchange Offer, the Exchange Notes will have different CUSIP and ISIN numbers than the unregistered Old Notes.

The form and terms of the Exchange Notes are identical in all material respects to those of the Old Notes, except that the Exchange Notes to be issued in the Exchange will have been registered under the Securities Act, will not bear legends restricting their transfer, will not carry any further registration rights and will not be entitled to the additional interest provisions applicable to the Old Notes. Holders of Old Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer.

Old Notes that are not tendered for exchange, or are tendered but not accepted in connection with the Exchange Offer, will remain outstanding and will remain entitled to the benefit of the Indenture. The Exchange Notes, just as the Old Notes, will be issued pursuant to, and entitled to the benefits of, the Indenture, and the Exchange Notes and the Old Notes will be deemed to constitute one issue of Notes under the Indenture.

As of the date of this prospectus, $400.0 million in aggregate principal amount of 5.000% Old Notes due 2026 were outstanding. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered or accepted for exchange. This prospectus, together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the Old Notes.

The Exchange Agent will act as our agent for the tendering holders for the purpose of receiving the Exchange Notes from us. You will not be required to pay brokerage commissions or fees or, except as set forth below under “Transfer Taxes,” transfer taxes with respect to the exchange of your Old Notes in the Exchange. We will pay all charges and expenses, other than certain applicable taxes, in connection with the Exchange. See “Fees and Expenses” below.

Expiration Date, Extensions and Amendments

The Exchange will expire at 5:00 p.m., New York City time, on , 2017 (the “Expiration Date”), unless we determine, in our sole discretion, to extend the Exchange Offer, in which case it will expire at the later date and time to which it is extended. We will keep the Exchange Offer open for the period indicated, and in no event for a period less than a full twenty business days. We do not currently intend to extend the Exchange Offer, although we reserve the right to do so at any time or from time to time prior to the Expiration Date. If we extend the Exchange Offer, we will give written notice to Wells Fargo Bank, National Association, the Exchange Agent, and will provide a public announcement to that effect, communicated no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date, unless otherwise required by applicable law, by issuing a news release to PR Newswire or other wire service. During any extension of the Exchange Offer, all Old Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by us. If we amend the Exchange in a manner which we consider to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that we will distribute to each registered holder of Old Notes.

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We also reserve the right, in our sole discretion,

· to delay accepting any Old Notes or, if any of the conditions set forth below under “Certain Conditions to The Exchange” have not been satisfied or waived, to terminate the Exchange by giving oral or written notice of such delay or termination to the Exchange Agent, or

· to amend the terms of the Exchange in any manner by complying with Rule 14e-l(d) under the Exchange Act to the extent that rule applies.

We acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to pay the consideration offered, or return the Old Notes surrendered for exchange, promptly after the termination or withdrawal of the Exchange. We will notify you as promptly as we can of any extension, termination or amendment.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of unregistered Old Notes in any jurisdiction in which an Exchange Offer or the acceptance of an Exchange Offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.

In the event that the Exchange Offer is not consummated on or prior to the date that is 366 days after the Closing Date of December 6, 2016, the annual interest rate borne by the Old Notes will be increased thereafter by .5% over the rate shown on the cover page of this prospectus. Once the Exchange Offer are consummated or the shelf registration statement is declared effective, the annual interest rate borne by the Old Notes shall be changed to again be the rate shown on the cover page of this prospectus.

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PROCEDURES FOR TENDERING OLD NOTES

The tender of Old Notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

Book-Entry Interests

The Old Notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

If you hold your Old Notes in the form of book-entry interests and you wish to tender your Old Notes for exchange pursuant to the Exchange Offer, you must transmit to the Exchange Agent at the address set forth on the cover page of the letter of transmittal, on or prior to the expiration date, either:

· a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to the Exchange Agent; or

· a computer-generated “agent’s message,” transmitted by means of DTC’s Automated Tender Offer Program system (ATOP) to the agent’s account at DTC, and received by the Exchange Agent, constituting a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal and that we may enforce the terms of the letter of transmittal against the holder.

In addition, in order to deliver Old Notes held in the form of book-entry interests:

· a timely confirmation of book-entry transfer of such Notes into the Exchange Agent’s account at DTC, in accordance with DTC’s procedures governing book-entry transfers, must be received by the Exchange Agent prior to the Expiration Date; or

· you must comply with the guaranteed delivery procedures described below.

The method of delivery of Old Notes and the letter of transmittal and all other required documents to the Exchange Agent is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. You should not send the letter of transmittal or Old Notes to us or to DTC.

You may request your broker, dealer, commercial bank, trust company, or nominee to effect the above transactions for you.

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Certificated Old Notes

For Old Notes held in certificated form, if any, the holder may tender such Old Notes by:

· properly completing and signing the accompanying letter of transmittal or a facsimile and delivering the letter of transmittal, including all other documents required by the letter of transmittal, together with the certificated Old Notes, or

· complying with the guaranteed delivery procedures described below.

Procedures Applicable to All Holders

If you tender an Old Note and you do not validly withdraw the tender prior to the Expiration Date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

If your Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Old Notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless Old Notes tendered in the Exchange are tendered either

· by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

· for the account of an eligible institution;

and the box entitled “Special Registration Instructions” on the letter of transmittal has not been completed.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person other than you, your Old Notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those Old Notes.

If the letter of transmittal or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal proper evidence satisfactory to us of their authority to act on your behalf.

We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Old Notes. This determination will be final and binding. We reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to all tendered Old Notes. Our interpretation of the terms and conditions of the Exchange, including the instructions in the letter of transmittal, will be final and binding on all parties.

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You must cure any defects or irregularities in connection with tenders of your Old Notes within the time period we will determine, unless we waive that defect or irregularity. Although we intend to notify you of defects or irregularities with respect to your tender of Old Notes, neither we, the Exchange Agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your Old Notes will be returned to you if:

· you improperly tender your Old Notes;

· you have not timely cured any defects or irregularities in your tender; and

· we have not waived those defects, irregularities or improper tender.

In this event, the Exchange Agent will return your Old Notes, unless otherwise provided in the letter of transmittal, promptly following the expiration of the Exchange.

In addition, we reserve the right in our sole discretion to:

· purchase or make Offer for, or offer Exchange Notes for, any Old Notes that remain outstanding subsequent to the expiration of the Exchange Offer;

· terminate the Exchange Offer; and

· to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases or offers could differ from the terms of the Exchange Offer.

By tendering, you will represent to us that, among other things:

· the Exchange Notes to be acquired by you in the Exchange Offer are being acquired in the ordinary course of your business;

· you are not engaging in and do not intend to engage in a distribution of the Exchange Notes to be acquired by you in the Exchange;

· you do not have an arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be acquired by you in the Exchange; and

· you are not our “affiliate,” as defined under Rule 405 of the Securities Act.

In all cases, issuance of Exchange Notes for Old Notes that are accepted for exchange in the Exchange Offer will be made only after timely receipt by the Exchange Agent of either certificates for your Old Notes or a timely book-entry confirmation of your Old Notes into the Exchange Agent’s account at DTC, a properly completed and duly executed letter of transmittal, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offer or if Old Notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged Old Notes, or Old Notes in substitution therefor, will be promptly returned without expense to you. In addition, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to its book-entry transfer procedures, the non-exchanged Old Notes will be credited to your account maintained with DTC promptly after the expiration or termination of the Exchange Offer.

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The Exchange Agent will establish an account with respect to the book-entry interests at DTC for purposes of the Exchange Offer promptly after the date of this Prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the Exchange Agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the Exchange Agent’s account at DTC in accordance with DTC’s procedures for transfer.

If one of the following situations occurs:

· you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the Exchange Agent’s account at DTC; or

· you cannot deliver all other documents required by the letter of transmittal to the Exchange Agent prior to the Expiration Date,

then you must tender your book-entry interests according to the guaranteed delivery procedures discussed below.

Guaranteed Delivery Procedures

If you desire to tender your Old Notes and your Old Notes are not immediately available or one of the situations described in the immediately preceding paragraph occurs, you may tender if:

· you tender through an eligible financial institution;

· on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent receives from an eligible institution, a written or facsimile copy of a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us; and

· the certificates for all certificated Old Notes, in proper form for transfer, if any, or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must set forth:

· your name and address;

· the amount of Old Notes you are tendering;

· a statement that your tender is being made by the notice of guaranteed delivery and that you guarantee that within three New York Stock Exchange trading days after the execution of the notice of guaranteed delivery, the eligible institution will deliver the following documents to the Exchange Agent:

· the certificates for all certificated Old Notes being tendered, in proper form for transfer or a book-entry confirmation of tender;

· a written or facsimile copy of the letter of transmittal, or a book-entry confirmation instead of the letter of transmittal; and

· any other documents required by the letter of transmittal.

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Withdrawal Rights

You may withdraw tenders of your Old Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For your withdrawal to be effective, the Exchange Agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under “The Exchange Agent” prior to 5:00 p.m., New York City time, on the Expiration Date.

The notice of withdrawal must:

· state your name;

· identify the specific Old Notes to be withdrawn, including the certificate number, if any, or numbers and the principal amount of withdrawn Notes;

· be signed by you in the same manner as you signed the letter of transmittal when you tendered your Old Notes, including any required signature guarantees or be accompanied by documents of transfer sufficient for the Exchange Agent to register the transfer of the Old Notes into your name; and

· specify the name in which the Old Notes are to be registered, if different from yours.

We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any Old Notes validly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to you without cost promptly after withdrawal, rejection of tender or termination of the Exchange. Properly withdrawn Old Notes may be retendered by following one of the procedures described under “Procedures for Tendering Old Notes” above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Certain Conditions to the Exchange

Notwithstanding any other provision of the Exchange and subject to our obligations under the Registration Rights Agreement, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Old Notes and may terminate or amend the Exchange, if at any time prior to the Expiration Date any of the following events occur:

· any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the Exchange; or

· the Exchange violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time prior to the Expiration Date any particular condition in our sole discretion. If we waive a condition, we may be required in order to comply with applicable securities laws to extend the expiration date of the Exchange. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights and these rights will be deemed ongoing rights which may be asserted at any time and from time to time; provided, however, that if we decide to waive a condition, we will announce such decision in a manner reasonably calculated to inform holders of such waiver.

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In addition, we will not accept for exchange any Old Notes tendered, and no Exchange Notes will be issued in exchange for any of those Old Notes, if at the time the Old Notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this Prospectus is a part or the qualification of the Indenture under the Trust Indenture Act of 1939.

The Exchange is not conditioned on any minimum principal amount of Old Notes being tendered for exchange.

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THE EXCHANGE AGENT

We have appointed Wells Fargo Bank, National Association as Exchange Agent for the Exchange. Questions, requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be directed to the Exchange Agent addressed as follows:

By Registered, Certified or Regular Mail or Overnight Courier:

Regular Mail or Air Courier:	Registered or Certified Mail:
Wells Fargo Bank , N.A.	Wells Fargo Bank, N.A.
Corporate Trust Operations	Corporate Trust Operations
MAC N9300-070	MAC N9300-070
600 South Fourth Street, 7 th Fl.	P.O. Box 1517
Minneapolis, MN 55479	Minneapolis, MN 55480-1517

Attn: Bondholder Communications

By Facsimile Transmission (Eligible Institutions Only):
612-667-6282

By Telephone:
800-344-5128

Originals of all documents sent by facsimile should be promptly sent to the Exchange Agent by mail, by hand or by overnight delivery service.

The Exchange Agent also acts as trustee under the Indenture. The Trustee and the Exchange Agent are not responsible for and make no representation as to the validity, accuracy or adequacy of the Prospectus and any of its contents, and are not be responsible for any of our statements or any other person in the Prospectus or in any document issued or used in connection with it or the Exchange Offer. The Trustee and the Exchange Agent make no recommendation to any Holder whether to tender Notes pursuant to the Exchange Offer or to take any other action.

Fees and Expenses

We will pay all registration expenses, including SEC filing fees and fees and expenses of the Exchange Agent, printing, mailing, legal and accounting in connection with the Exchange. However, we will not make any payments to brokers, dealers or other persons soliciting acceptance of this Exchange Offer. We may pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the Old Notes.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with a tender of your Old Notes for exchange unless you instruct us to register Exchange Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

The Exchange Notes will be recorded at the carrying value of the Old Notes, as reflected on our accounting records on the date of the Exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the Exchange. We will amortize the expense of the Exchange over the term of the Exchange Notes under United States’ generally accepted accounting principles.

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DESCRIPTION OF THE EXCHANGE NOTES

The $400,000,000 principal amount of our Old Notes were, and the $400,000,000 principal amount of the Exchange Notes, to the extent that the Old Notes are exchanged for Exchange Notes, will be issued under an original Indenture dated as of December 6, 2016, among Steel Dynamics, Inc., as issuer, the Subsidiary Guarantors, as guarantors, and Wells Fargo Bank, National Association, as Trustee (the “Indenture”). The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.

The following is a summary of the material provisions of the Indenture but does not restate the Indenture in its entirety. You can find the definitions of certain capitalized terms used in the following summary under the subheading “Definitions” in the Indenture. We urge you to read the Indenture because it defines more fully your rights as holders of the Notes. A copy of the Indenture, as amended, is available upon request from Steel Dynamics or may be viewed by reference to the exhibits incorporated by reference into the registration statement of which this Prospectus is a part, which may in turn be accessed through our filings with the SEC, at www.sec.gov . For purposes of this “Description of the Exchange Notes,” the term “Steel Dynamics” refers only to Steel Dynamics, Inc., and not to any of its subsidiaries.

General

The Notes will be issued with a maximum initial aggregate principal amount of $400.0 million and will be issued in minimum denominations of $2,000 principal amount and multiples of $1,000 in excess thereof.

The Notes will be unsecured unsubordinated obligations of Steel Dynamics, and will mature on December 15, 2026. They are guaranteed fully and unconditionally (except as limited as described under “Description of the Exchange Notes”) on a joint and several basis by the Subsidiary Guarantors, are senior in right of payment to any future subordinated obligations of the Company, and rank pari passu with all existing and future senior unsecured indebtedness of the Company. Steel Dynamics may, without the consent of the holders of the Notes, issue additional Notes (the “Additional Notes”). None of these Additional Notes may be issued if an Event of Default (as defined under the subheading “Events of Default”) has occurred and is continuing with respect to the Notes. The Notes, the Old Notes and any Additional Notes subsequently issued would be treated as a single class for all purposes under the Indenture.

Each Note will bear interest at the rate of 5.000% per annum from the most recent interest payment date to which interest has been paid, or if no interest has been paid, from the Closing Date. Interest on the Notes will be payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2017. Interest will be paid to Holders of record at the close of business on the June 1 or December 1 immediately preceding the interest payment date (whether or not a business day). Interest will be computed on the basis of a 360-day year of twelve 30-day months on a U.S. corporate bond basis. If any interest payment date, the maturity date or any earlier required repurchase date falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay.

The Notes will be issued in the form of one or more fully registered global notes, which will be deposited with or on behalf of DTC, as the depository, and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. No service charge will be made for any registration of transfer or exchange of the Notes, but Steel Dynamics may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Repurchase of Notes upon a Change of Control

Steel Dynamics must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of their principal amount, plus accrued interest, if any, to the Payment Date.

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Any repurchase made as the result of a Change of Control will comply with any applicable regulations under the federal securities laws of the United States, including Rule 14e-1 under the Exchange Act.

There can be no assurance that Steel Dynamics will have sufficient funds available at the time of any Change of Control to make the repurchase of Notes required by the foregoing covenant as well as any other repayments pursuant to covenants that may be contained in other securities of Steel Dynamics which might be outstanding at the time.

The above described covenant requiring Steel Dynamics to repurchase the Notes will, unless consents are obtained, require Steel Dynamics to repay all indebtedness then outstanding which by its terms would prohibit such Note repurchase, either prior to or concurrently with such Note repurchase.

Steel Dynamics will not be required to make an Offer to Purchase upon the occurrence of a Change of Control if a third party makes an offer to purchase the Notes in the manner, at the times and price, and otherwise in compliance with the requirements of the Indenture applicable to an Offer to Purchase for a Change of Control, and purchases all Notes validly tendered and not withdrawn in such offer to purchase.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Steel Dynamics and its Subsidiaries, taken as a whole. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of the Notes to require Steel Dynamics to purchase its Notes as a result of the sale, transfer, conveyance or other disposition of less than all of the assets of Steel Dynamics and its Subsidiaries may be uncertain.

Holders may not be able to require us to purchase their Notes in certain circumstances involving a significant change in the composition of our Board of Directors, including a proxy contest where our Board of Directors does not endorse the dissident slate of directors but approves them as “continuing directors.” In this regard, a decision of the Delaware Chancery Court (not involving our company or our securities) considered a change of control redemption provision of an indenture governing publicly traded debt securities substantially similar to the change of control described in clause (4) of the definition of Change of Control. In its decision, the court noted that a board of directors may “approve” a dissident shareholder’s nominees solely for purposes of such an indenture, provided the board of directors determines in good faith that the election of the dissident nominees would not be materially adverse to the interests of the corporation or its stockholders (without taking into consideration the interests of the holders of debt securities in making this determination). While we are incorporated in the State of Indiana, we cannot assure you that an Indiana or other court interpreting clause (4) of the definition of Change of Control would not reach a similar decision to that of the Delaware Chancery Court.

Optional Redemption

Except as described below, the Notes are not redeemable until December 15, 2021. Steel Dynamics may redeem the Notes at any time on or after December 15, 2021. The redemption price for the Notes (expressed as a percentage of principal amount) will be as set forth below, plus accrued interest to, but excluding, the redemption date, if redeemed during the twelve-month period commencing on December 15 of the years indicated below:

Year	Redemption Price
2021	102.500	%
2022	101.667	%
2023	100.833	%
2024 and thereafter	100.000	%

At any time prior to December 15, 2019 we may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more sales of our common stock at a redemption price (expressed as a percentage of principal amount) of 105.000%, plus accrued interest to, but excluding, the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Closing Date remains outstanding after each such redemption and notice of any such redemption is mailed or sent within 90 days of each such sale of common stock.

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In addition, at any time or from time to time prior to December 15, 2021, Steel Dynamics may redeem all or a portion of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed to each holder or otherwise sent in accordance with the procedures of the depositary, at a redemption price equal to 100% of the aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to such redemption date). We will calculate the redemption price as described in the terms of the notes to be redeemed and will deliver an Officers’ Certificate to the Trustee setting forth the redemption price no later than two Business Days prior to the redemption date and the trustee will not be responsible for such calculation.

We will give not less than 30 days’ nor more than 60 days’ notice of any optional redemption. If less than all of the Notes are to be redeemed, subject to DTC procedures, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. However, no Note of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note.

Guarantees

Payment of the principal of, premium, if any, and interest on the Notes will be Guaranteed, jointly and severally, on an unsecured unsubordinated basis by the Initial Subsidiary Guarantors. The Indenture provides that in addition to the Initial Subsidiary Guarantors, each Significant Subsidiary of Steel Dynamics (other than a Foreign Subsidiary) that (a) Guarantees Indebtedness of Steel Dynamics or any Subsidiary Guarantor in an aggregate amount in excess of $50.0 million, or (b) incurs or otherwise becomes liable for Indebtedness or Attributable Debt in respect of Sale and Leaseback Transactions, in an aggregate amount in excess of $50.0 million (other than (x) Indebtedness secured by a Mortgage permitted by clause (1), (2), (3), (4) or (5) of the “Limitation on Liens” covenant described below or unsecured Indebtedness incurred to provide funds for the cost of acquisition, construction, development or improvement of property of such Significant Subsidiary, and (y) Attributable Debt permitted by clauses (1) through (4) of the “Limitation on Sale and Leaseback Transactions” covenant described below), will Guarantee payment of the principal of, premium, if any, and interest on the Notes. Except as described herein, Steel Dynamics’ Unrestricted Subsidiaries will not Guarantee the Notes.

A Subsidiary Guarantor that makes a payment or distribution under its Note Guarantee will be entitled to contribution from any other Subsidiary Guarantor.

The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited so as not to constitute a fraudulent conveyance or fraudulent transfer under applicable federal or state laws. We cannot assure you that this limitation will protect the Note Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the Note Guarantees would suffice, if necessary, to pay the Notes in full when due. In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances. We do not know if that case will be followed if there is litigation on this point under the Indenture. However, if it is followed, the risk that the Note Guarantees will be found to be fraudulent conveyances will be significantly increased.

The Note Guarantee issued by any Subsidiary Guarantor will be automatically and unconditionally released and discharged:

(1) upon any sale, exchange or transfer to any Person (other than an Affiliate of Steel Dynamics) of all of the Capital Stock of such Subsidiary Guarantor;

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(2) upon the release or discharge of the Guarantee by such Subsidiary Guarantor of Indebtedness of Steel Dynamics or the repayment of the Indebtedness (or Attributable Debt) of such Subsidiary Guarantor, in each case which resulted in the obligation to Guarantee the Notes; provided that such Subsidiary Guarantor has not Guaranteed any other Indebtedness of Steel Dynamics or incurred or otherwise become liable for any other Indebtedness (or Attributable Debt) which would have resulted in an obligation to Guarantee the Notes;

(3) if the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default shall have occurred and then be continuing; or

(4) if the Notes are defeased in accordance with the terms of the Indenture.

We are not restricted from selling or otherwise disposing of any of the Subsidiary Guarantors or any or all of the assets of any of the Subsidiary Guarantors.

Ranking

The Notes will be equal in right of payment with all existing and future unsubordinated unsecured Indebtedness of Steel Dynamics, including our $700.0 million principal amount of 5.125% Senior Notes due 2021, our $350.0 million principal amount of 6 3 / 8 % Senior Notes due 2022, our $400.0 million principal amount of 5 1 / 4 % Senior Notes due 2023, and our $500.0 million principal amount of 5.500% Senior Notes due 2024, and senior in right of payment to any subordinated Indebtedness Steel Dynamics may incur.

The Note Guarantees will be equal in right of payment with all existing and future unsubordinated unsecured Indebtedness of the Subsidiary Guarantors and senior in right of payment to all subordinated indebtedness of the Subsidiary Guarantors.

The Notes and the Note Guarantees will be effectively subordinated to any secured Indebtedness to the extent of the value of the assets securing such debt.

Except during a Collateral Suspension, the Credit Facilities are secured by the inventory and accounts receivable, chattel paper, instruments, deposit accounts, letter of credit rights and general intangibles of Steel Dynamics and its subsidiaries that have guaranteed the Credit Facilities. The Credit Facilities are also secured by a pledge of the capital stock or other equity interests of the Subsidiary Guarantors. As of December 31, 2016, we had $2,386.8 million of indebtedness outstanding. In addition, we would have had $1.2 billion of availability under our revolving credit facility (excluding $12.4 million of undrawn letters of credit and other obligations, which reduce availability under our revolver), subject to certain conditions, including satisfying specified financial covenants, all of which would be secured if drawn. In the event of Steel Dynamics’ bankruptcy, liquidation, reorganization or other winding up, its assets that secure secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full from such assets. There may not be sufficient assets remaining to pay amounts due on any or all the other debt then outstanding, including the Notes.

The Notes will be effectively subordinated to all of the liabilities of the subsidiaries of Steel Dynamics that do not Guarantee the Notes. As of December 31, 2016, the non guarantor subsidiaries had assets of $360.5 million (excluding intercompany receivables) and liabilities of $95.6 million (excluding intercompany liabilities). See the footnote captioned “Condensed Consolidating Information” to our annual financial statements, incorporated by reference herein, for selected financial information regarding us, the Subsidiary Guarantors and the non-guarantor subsidiaries.

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Certain Covenants

Limitation on Liens

Steel Dynamics will not, and will not permit any of its Significant Subsidiaries to, create, incur, issue, assume or Guarantee any Indebtedness secured by a Mortgage upon any of its properties or assets, without effectively providing concurrently that the Notes are secured equally and ratably with or, at our option, prior to such Indebtedness, so long as such Indebtedness shall be so secured.

The foregoing restriction shall not apply to, and there shall be excluded from Indebtedness in any computation under such restriction, Indebtedness secured by:

(1) Mortgages on any property or assets existing at the time of the acquisition thereof by Steel Dynamics or any Significant Subsidiary;

(2) Mortgages on property or assets of a Person existing at the time such Person is merged into or consolidated with Steel Dynamics or any of its Significant Subsidiaries or at the time of a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to Steel Dynamics or any of its Significant Subsidiaries; provided that any such Mortgage does not extend to any property or assets owned by Steel Dynamics or any of its Significant Subsidiaries immediately prior to such merger, consolidation, sale, lease or disposition;

(3) Mortgages on property or assets of a Person existing at the time such Person becomes a Significant Subsidiary of Steel Dynamics;

(4) Mortgages in favor of Steel Dynamics or any of its Restricted Subsidiaries;

(5) Mortgages on property or assets (including shares of Capital Stock of any Subsidiary formed to acquire, construct, develop or improve such property) to secure all or part of the cost of acquisition, construction, development or improvement of such property, or to secure Indebtedness incurred to provide funds for any such purpose; provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or assets or (b) the placing in operation of such property or assets;

(6) Mortgages to secure obligations under Credit Facilities in an aggregate principal amount not to exceed the greater of (I) $1,000 million and (II) the sum of an amount equal to (x) 70% of the consolidated book value of the inventory of Steel Dynamics and its Subsidiaries and (y) 90% of the consolidated book value of the accounts receivable of Steel Dynamics and its Subsidiaries, in each case as of the most recently ended fiscal quarter of Steel Dynamics for which financial statements are available; provided , however , that the amounts referred to in clause (II) above shall be determined on a pro forma basis, giving effect to (A) the acquisition or disposition of any property or assets of the type described in clause (II) above since the date of such financial statements and (B) the acquisition or disposition of any property or assets of the type described in clause (II) above being acquired in connection with any transaction giving rise to the calculation of the amounts referred to in clause (II) above;

(7) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and

(8) Mortgages existing on the date of the Indenture or any extension, renewal, replacement or refunding of any Indebtedness secured by a Mortgage existing on the date of the Indenture or referred to in clauses (1), (2), (3) or (5); provided that any such extension, renewal, replacement or refunding of such Indebtedness shall be created within 360 days of repaying the Indebtedness

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secured by the Mortgage referred to in clauses (1), (2), (3) or (5) and the principal amount of the Indebtedness secured thereby and not otherwise authorized by clauses (1), (2), (3) or (5) shall not exceed the principal amount of Indebtedness plus any premium, accrued interest or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding.

Notwithstanding the restrictions described above, Steel Dynamics and any of its Significant Subsidiaries may create, incur, issue, assume or Guarantee Indebtedness secured by Mortgages without equally and ratably securing the Notes, if at the time of such creation, incurrence, issuance, assumption or Guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all such Indebtedness secured by Mortgages which would otherwise be subject to such restrictions (other than any Indebtedness secured by Mortgages permitted as described in clauses (1) through (8) of the immediately preceding paragraph) plus all Attributable Debt of Steel Dynamics and any of its Significant Subsidiaries in respect of Sale and Leaseback Transactions (with the exception of such transactions which are permitted under clauses (1) through (4) of the first sentence of the first paragraph under “ —Limitation on Sale and Leaseback Transactions” below) does not exceed 10% of Consolidated Tangible Assets.

Limitation on Sale and Leaseback Transactions

Steel Dynamics will not, and will not permit any of its Significant Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

(1) the Sale and Leaseback Transaction is solely with Steel Dynamics or any of its Restricted Subsidiaries;

(2) the lease is for a period not in excess of 24 months, including renewals;

(3) Steel Dynamics or such Significant Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (8) of the second paragraph under the heading “—Limitation on Liens”, without equally and ratably securing the Notes then outstanding under the Indenture, to create, incur, issue, assume or Guarantee Indebtedness secured by a Mortgage on such property or assets in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction;

(4) Steel Dynamics or such Significant Subsidiary, within 360 days after the sale of property or assets in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such property or assets or (B) the fair market value of such property or assets to (i) the retirement of Notes, other Funded Debt of Steel Dynamics ranking on a parity with the Notes or Funded Debt of a Restricted Subsidiary or (ii) the purchase of property or assets; or

(5) the Attributable Debt of Steel Dynamics and its Significant Subsidiary in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Closing Date (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this sentence), plus the aggregate principal amount of Indebtedness secured by Mortgages then outstanding (not including any such Indebtedness secured by Mortgages described in clauses (1) through (8) of the second paragraph under the heading “—Limitation on Liens”) which do not equally and ratably secure the Notes (or secure Notes on a basis that is prior to other Indebtedness secured thereby), would not exceed 10% of Consolidated Tangible Assets.

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Consolidation, Merger and Sale of Assets

Steel Dynamics will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person, or permit any Person to merge with or into it, unless:

(1) it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets (the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee all of Steel Dynamics’ obligations under the Indenture and the Notes;

(2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(3) it delivers to the Trustee an Officers’ Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with; and

(4) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which Steel Dynamics has entered into a transaction pursuant to the covenant described under “—Consolidation, Merger and Sale of Assets,” shall have confirmed in writing that its Note Guarantee shall apply to the obligations of Steel Dynamics or the Surviving Person in accordance with the Notes and the Indenture.

The Surviving Person will succeed to, and except in the case of a lease be substituted for, Steel Dynamics under the Indenture and the Notes.

Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Note Guarantee is to be released in accordance with the terms of its Note Guarantee and the Indenture in connection with the sale, exchange or transfer to any Person (other than an Affiliate of Steel Dynamics) of all of the Capital Stock of such Subsidiary Guarantor) will not, and Steel Dynamics will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than Steel Dynamics or any other Subsidiary Guarantor unless:

(1) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and such Person assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor on its Note Guarantee; and

(2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

The successor Subsidiary Guarantor will succeed to, and except in the case of a lease be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Note Guarantee.

SEC Reports and Reports to Holders

Whether or not Steel Dynamics is then required to file reports with the SEC, Steel Dynamics shall file with the SEC all such reports and other information as it would be required to file with the SEC by Section 13(a) or 15(d) under the Exchange Act if it were subject thereto within the time periods specified by the SEC’s rules and regulations. Steel Dynamics shall supply the Trustee and each holder who so requests, without cost to such holder, copies of such reports and other information.

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Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under the Indenture or the notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR or any website under the Indenture, or participate in any conference calls.

Events of Default

The following events will be defined as “Events of Default” in the Indenture:

(a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise;

(b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

(c) (1) Steel Dynamics defaults in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a) or (b) above and other than a default relating to Steel Dynamics’ obligations described under the caption “—Certain Covenants—SEC Reports and Reports to Holders”) and such default or breach continues for a period of 30 consecutive days after written notice to Steel Dynamics by the Trustee or by holders of 25% or more in aggregate principal amount of the Notes (with a copy to the Trustee) and (2) Steel Dynamics defaults in the performance of or breaches its obligations described under the caption “—Certain Covenants—SEC Reports and Reports to Holders” and such default or breach continues for a period of 90 consecutive days after written notice to Steel Dynamics by the Trustee or by holders of 25% or more in aggregate principal amount of the Notes (with a copy to the Trustee);

(d) there occurs with respect to any issue or issues of Indebtedness of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary having an outstanding principal amount of $75.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its stated maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

(e) any final judgment or order (not covered by insurance) for the payment of money in excess of $75.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $75.0 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

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(f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or (C) the winding-up or liquidation of the affairs of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(g) Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of Steel Dynamics, any Subsidiary Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or

(h) any Subsidiary Guarantor repudiates its obligations under its Note Guarantee or, except as permitted by the Indenture, any Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.

If an Event of Default (other than an Event of Default specified in clause (f) or (g) above that occurs with respect to Steel Dynamics or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to Steel Dynamics (and to the Trustee if such notice is given by the holders), may declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (d) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by Steel Dynamics, the relevant Subsidiary Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (f) or (g) above occurs with respect to Steel Dynamics or any Subsidiary Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder. The holders of at least a majority in principal amount of the outstanding Notes by written notice to Steel Dynamics and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see “—Modification and Waiver.”

The holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A holder may not pursue any remedy with respect to the Indenture or the Notes unless:

(1) the holder gives the Trustee written notice of a continuing Event of Default;

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(2) the holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such holder or holders offer the Trustee security or indemnity satisfactory to the Trustee against any costs, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the holder.

An officer of Steel Dynamics must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of Steel Dynamics and its Subsidiaries and Steel Dynamics’ and its Subsidiaries’ performance under the Indenture and that Steel Dynamics has fulfilled all obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. Steel Dynamics will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture.

Defeasance

Defeasance and Discharge. The Indenture will provide that Steel Dynamics will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 123rd day after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:

(A) Steel Dynamics has deposited with the Trustee, in trust, money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and accrued interest on the Notes (i) on the stated maturity of such payments in accordance with the terms of the Indenture and the Notes or (ii) on any earlier Redemption Date pursuant to the terms of the Indenture and the Notes; provided that Steel Dynamics has provided the Trustee with irrevocable instructions to redeem all of the outstanding Notes on such Redemption Date;

(B) Steel Dynamics has delivered to the Trustee (1) either (x) an Opinion of Counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of Steel Dynamics’ exercise of its option under this “Defeasance” provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

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(C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which Steel Dynamics or any of its Subsidiaries is a party or by which Steel Dynamics or any of its Subsidiaries is bound; and

(D) if at such time the Notes are listed on a national securities exchange, Steel Dynamics has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants and Certain Events of Default. The Indenture further will provide that the provisions of the Indenture will no longer be in effect with respect to the provisions described herein under “—Repurchase of Notes upon a Change of Control,” and all the covenants described herein under “—Certain Covenants,” clause (c) under “—Events of Default,” and clauses (d) and (e) under “—Events of Default” shall be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and accrued interest on the Notes (i) on the Stated Maturity of such payments in accordance with the terms of the Indenture and the Notes or (ii) on any earlier Redemption Date pursuant to the terms of the Indenture and the Notes; provided that Steel Dynamics has provided the Trustee with irrevocable instructions to redeem all of the outstanding Notes on such Redemption Date, the satisfaction of the provisions described in clauses (B)(2), (C) and (D) of the preceding paragraph and the delivery by Steel Dynamics to the Trustee of an Opinion of Counsel to the effect that, among other things, the holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Defeasance and Certain Other Events of Default. In the event Steel Dynamics exercises its option to omit compliance with certain covenants and provisions of the Indenture with respect to the Notes as described in the immediately preceding paragraph and the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such Event of Default. However, Steel Dynamics will remain liable for such payments and any Subsidiary Guarantor’s Note Guarantee with respect to such payments will remain in effect.

Modification and Waiver

The Indenture may be amended, without the consent of any holder, to:

(1) cure any ambiguity, defect or inconsistency in the Indenture;

(2) comply with the provisions described under “—Certain Covenants—Consolidation, Merger and Sale of Assets” and “Guarantees”;

(3) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act or in order to maintain such qualification;

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(4) evidence and provide for the acceptance of appointment by a successor Trustee;

(5) provide for the issuance of Additional Notes; or

(6) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any holder.

Modifications and amendments of the Indenture may be made by Steel Dynamics, the Subsidiary Guarantors and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Notes; provided , however , that no such modification or amendment may, without the consent of each holder affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of interest on, any Note;

(2) reduce the principal amount of, or premium, if any, or interest on, any Note;

(3) change the optional redemption dates or optional redemption prices of the Notes from that stated under the caption “—Optional Redemption”;

(4) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note;

(5) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note;

(6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;

(7) modify any of the provisions of this “Modification and Waiver” requiring the consent of holders, except to increase any percentage requiring consent or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Note;

(8) release any Subsidiary Guarantor from its Note Guarantee, except as provided in the Indenture;

(9) amend, change or modify the obligation of Steel Dynamics to make and consummate an Offer to Purchase under the “—Repurchase of Notes upon a Change of Control” covenant after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or

(10) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults.

Definitions

Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for other capitalized terms used in this “Description of the Exchange Notes” for which no definition is provided.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),

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as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Premium” means, with respect to a Note on any date of redemption, the greater of:

(1) 1.0% of the principal amount of such Note, and

(2) the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such Note on December 15, 2021 (such redemption price being described under the caption “—Optional Redemption”), plus (ii) all required interest payments due on such Note through December 15, 2021 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then outstanding principal of such Note.

“Attributable Debt,” in respect of any Sale and Leaseback Transaction, means, as of the time of determination, the total obligation (discounted to present value at the rate per annum equal to the discount rate which would be applicable to a capital lease obligation with like term in accordance with GAAP) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease included in such Sale and Leaseback Transaction.

“Board of Directors” means, with respect to any Person, the Board of Directors of such Person or any duly authorized committee of such Board of Directors.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all common stock and preferred stock.

“Change of Control” means such time as:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Steel Dynamics and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the Voting Stock of Steel Dynamics on a fully diluted basis;

(3) the adoption of a plan relating to the liquidation or dissolution of Steel Dynamics;

(4) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by Steel Dynamics’ stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or

(5) Steel Dynamics consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into Steel Dynamics, in any such event pursuant to a transaction in which

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any of the outstanding Voting Stock of Steel Dynamics or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of Steel Dynamics outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

“Closing Date” means the date on which the Notes are originally issued under the Indenture.

“Consolidated Tangible Assets” means the total amount of assets of Steel Dynamics and its Subsidiaries (less applicable depreciation, amortization and other valuation reserves), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recently available quarterly or annual consolidated balance sheet of Steel Dynamics and its Subsidiaries, prepared in conformity with GAAP.

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of November 14, 2014, as amended from time to time, among Steel Dynamics, Inc., as borrower, certain designated “Initial Lenders,” PNC Bank, National Association, as Collateral Agent, PNC Bank, National Association, as Administrative Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Morgan Stanley Senior Funding, Inc., and SunTrust Bank, as Documentation Agents, and Merrill Lynch, Pierce Fenner & Smith Incorporated, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers, and the lenders from time to time party thereto, together with any agreements, instruments, security agreements, guaranties and other documents executed or delivered pursuant to or in connection with such credit agreement, as such credit agreement or such agreements, instruments, security agreements, guaranties or other documents may be amended, supplemented, extended, restated, renewed or otherwise modified from time to time and any refunding, refinancing, replacement or substitution thereof or therefor, whether with the same or different lenders.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Foreign Subsidiary” means any Subsidiary of Steel Dynamics that is an entity which is a controlled foreign corporation under Section 957 of the Internal Revenue Code and does not Guarantee or otherwise provide direct credit support for any Indebtedness of Steel Dynamics or any Subsidiary Guarantor.

“Funded Debt” means all Indebtedness having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, but excluding any such Indebtedness owed to Steel Dynamics or a Subsidiary of Steel Dynamics.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession which are in effect on the Closing Date.

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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Indebtedness” means indebtedness for borrowed money.

“Initial Subsidiary Guarantors” means each Subsidiary of Steel Dynamics that on the Closing Date has Guaranteed Steel Dynamics’ obligations under the Credit Agreement or its existing senior notes, including Steel Dynamics Sales North America, Inc., an Indiana corporation, New Millennium Building Systems, LLC, an Indiana limited liability company, Roanoke Electric Steel Corporation, an Indiana corporation, Steel of West Virginia, Inc., a Delaware corporation, Steel Ventures, Inc., a Delaware corporation, SWVA, Inc., a Delaware corporation, Marshall Steel, Inc., a Delaware corporation, The Techs Industries, Inc., a Delaware corporation, OmniSource, LLC (f/k/a OmniSource Corporation), an Indiana corporation, Jackson Iron & Metal Company, Inc., a Michigan corporation, OmniSource Limited, LLC (f/k/a OmniSource, LLC), an Indiana limited liability company, OmniSource Transport, LLC, an Indiana limited liability company, Superior Aluminum Alloys, LLC, an Indiana limited liability company, OmniSource Southeast, LLC, a Delaware limited liability company, Steel Dynamics Columbus, LLC, a Delaware limited liability company, and Steel Dynamics Enterprises, Inc., an Indiana corporation.

“Investment Grade” means (1) BBB– or above, in the case of S&P (or its equivalent under any successor Rating Categories of S&P) and Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s) or (2) the equivalent in respect of the Rating Categories of any Rating Agencies.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, encumbrance, or any other security arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Note Guarantee” means a Guarantee of the obligations of Steel Dynamics under the Indenture and the Notes by any Subsidiary Guarantor.

“Offer to Purchase” means an offer to purchase Notes by Steel Dynamics from the holders commenced by mailing or otherwise sending in accordance with the procedures of the depositary a notice to the Trustee and each holder stating:

(1) that all Notes validly tendered will be accepted for payment on a pro rata basis;

(2) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is sent) (the “Payment Date”);

(3) that any Note not tendered will continue to accrue interest pursuant to its terms;

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(4) that, unless Steel Dynamics defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(5) that holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

(6) that holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such holder, the principal amount of Notes delivered for purchase and a statement that such holder is withdrawing his election to have such Notes purchased; and

(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

On the Payment Date, Steel Dynamics shall (a) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by Steel Dynamics. The Paying Agent shall promptly mail to the holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such holders (or cause to be transferred by book entry) a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. Steel Dynamics will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. Steel Dynamics will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that Steel Dynamics is required to repurchase Notes pursuant to an Offer to Purchase upon a Change of Control.

“Operating Property” means any real property, including any manufacturing plant or warehouse erected thereon, or equipment located in the United States owned by, or leased to, Steel Dynamics, or any Subsidiary of Steel Dynamics, that has a market value in excess of $50.0 million.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by Steel Dynamics, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories (any of which may include a “+” or “-”), AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect to Moody’s, any of the following categories (any of which may include a numeric qualifier): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories) and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Restricted Subsidiary” means any Subsidiary of Steel Dynamics other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of S&P Global Inc.

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“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing to Steel Dynamics or any Subsidiary of Steel Dynamics of any property or assets, which property or assets have been or are to be sold or transferred by Steel Dynamics or any Subsidiary of Steel Dynamics to such Person.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act as in effect on the Closing Date; provided that all references to 10% in the definition of “significant subsidiary” in Article 1 of Regulation S-X of the Securities Act shall be deemed to be 7.5%.

“Subsidiary” means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is, or other entity of which at least a majority of the common equity interests are, at the time directly or indirectly owned by Steel Dynamics, or by one or more other Subsidiaries of Steel Dynamics, or by Steel Dynamics and one or more other Subsidiaries of Steel Dynamics.

“Subsidiary Guarantor” means any Initial Subsidiary Guarantor and any other Subsidiary of Steel Dynamics which provides a Note Guarantee of Steel Dynamics’ obligations under the Indenture and the Notes, until such Note Guarantee is released in accordance with the terms of the Indenture.

“Treasury Rate” means as of any date of redemption of Notes, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to December 15, 2021; provided , however , that if the period from the redemption date to December 15, 2021 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to December 15, 2021 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means STLD Holdings, Inc., Dynamic Aviation, LLC, Vulcan Threaded Products, Inc., OmniSource Southwest, LLC, and each of their respective direct and indirect Subsidiaries; provided , however , in the event (a) any such Subsidiary Guarantees Indebtedness of Steel Dynamics or any Subsidiary Guarantor in an aggregate amount in excess of $50.0 million or (b) Steel Dynamics or any of its Subsidiaries (other than an Unrestricted Subsidiary) contributes or otherwise transfers (other than a sale for fair market value) any Operating Property (including shares of stock of a Subsidiary that owns the Operating Property) to such Subsidiary, in either case such Subsidiary shall cease to be an Unrestricted Subsidiary and if such Subsidiary would be a Significant Subsidiary, such Subsidiary will Guarantee payment of the principal of, premium, if any and interest on the Notes.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the full and timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

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“Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of Steel Dynamics in the Indenture, or in any of the Notes or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of Steel Dynamics or of any successor Person thereof. Each holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

Governing Law; Jury Trial Waiver

The Indenture will be governed by, and construed in accordance with, the laws of the State of New York. The Indenture provides that Steel Dynamics, the Subsidiary Guarantors, the Trustee, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the Notes or any transaction contemplated thereby.

Concerning the Trustee

Except during the continuance of an Event of Default, the Trustee need perform only such duties as are specifically set forth in the Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. The Indenture and provisions of the Trust Indenture Act of 1939, as amended, incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of Steel Dynamics, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided , however , that if it acquires any conflicting interest as defined by the Trust Indenture Act of 1939, as amended, it must eliminate such conflict or resign as provided therein and in the Indenture. Neither the Trustee nor any paying agent shall be responsible for monitoring Steel Dynamics’ rating status, making any request upon any Rating Agency, or determining whether any rating event with respect to the Notes has occurred.

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax considerations relating to the exchange of unregistered Old Notes for registered Exchange Notes pursuant to the Exchange Offer and the ownership and disposition of the Exchange Notes issued pursuant to the Exchange Offer. However, the provisions of the Internal Revenue Code, Treasury Regulations, administrative rulings or pronouncements or judicial decisions, upon which this summary is based, could be changed, perhaps with retroactive effect, so as to result in tax consequences materially different from those set forth herein.

This summary is limited to beneficial owners of Old Notes that have held the Old Notes and will continue to hold the Exchange Notes as “capital assets,” within the meaning of Section 1221 of the Code. This summary does not address the tax consideration arising under other federal tax law, such as estate and gift tax laws, or the laws of any foreign, state or local jurisdiction. In addition, this summary does not address all tax considerations that may be applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules under the federal income tax laws, such as, for example:

· holders subject to the alternative minimum tax;

· holders receiving payments following a change in control;

· banks, insurance companies or other financial institutions;

· real estate investment trusts and regulated investment companies;

· tax exempt organizations;

· brokers and dealers in securities or currencies;

· persons who have ceased to be citizens or residents of the United States;

· traders in securities who elect to utilize a mark-to-market method of tax accounting for their securities holdings;

· persons deemed to sell the Notes under the constructive sale provisions of the Code; or

· partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or investors in such entities.

This summary is for general information only and is not tax advice, nor is this summary binding on the Internal Revenue Service. You are urged to consult your own tax advisor with respect to the application of any and all tax laws to your particular circumstances.

Tax Consequences of the Exchange of Old Notes for Exchange Notes

The exchange of an Old Note for an Exchange Note pursuant to the Exchange will not constitute a taxable exchange for U.S. federal income tax purposes and, accordingly, the Exchange Note received will be treated as a continuation of the Old Note in the hands of such holder. As a result, a holder will not recognize gain upon receipt of a registered Exchange Note in exchange for an unregistered Old Note in the Exchange Offer, and any such holder will have the same adjusted tax basis and holding period in the corresponding Exchange Note as it had in the Old Note immediately before the Exchange. The U.S. federal income tax consequence of holding and disposing of an Exchange Note received pursuant to an Exchange Offer will generally be the same as the U.S. federal income tax consequences of holding and disposing of an Old Note. A holder who does not exchange its Old Notes for Exchange Notes pursuant to the Exchange will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the Exchange.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to this Exchange must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for unregistered Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the Expiration Date and consummation of the Exchange Offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until 180 days after the date of this Prospectus, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the Exchange, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the Exchange Notes offered hereby will be passed upon for us by Barrett McNagny LLP.

EXPERTS

The consolidated financial statements of Steel Dynamics, Inc. appearing in Steel Dynamics, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2016, and the effectiveness of Steel Dynamics, Inc.’s internal control over financial reporting as of December 31, 2016, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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OFFER TO EXCHANGE

ALL OUTSTANDING UNREGISTERED $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR 5.000% SENIOR NOTES DUE 2026 FOR UP TO $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR NEWLY ISSUED 5.000% REGISTERED SENIOR NOTES DUE 2026

PROSPECTUS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The Delaware Limited Liability Companies

The Delaware Limited Liability Company Act, Section 18-108, provides that, subject to the company’s limited liability company agreement, a limited liability company may indemnify and hold harmless any member, manager or other person from and against any and all claims and demands.

OmniSource Southeast, LLC

Certificate of Formation. The Certificate of Formation contains no provisions respecting indemnification. The Amended and Restated Operating Agreement of Recycle South, LLC (now known as OmniSource Southeast, LLC) provides that the company shall indemnify and advance litigation expenses to a member, manager or officer for any claim against such person in such person’s capacity as member, manager, or officer.

The company’s directors, officers, employee and agents are insured against liability arising from their status as directors, officers, employees, or agents, whether or not the company would have the power to indemnify them against the same liability under the company’s governing documents.

Steel Dynamics Columbus, LLC

Certificate of Formation. The Certificate of Formation contains no provisions respecting indemnification. The Amended and Restated Limited Liability Company Agreement of Steel Dynamics Columbus, LLC provides that the company shall indemnify and advance litigation expenses to a member, manager, director, officer, employee or agent for any claim against such person in such person’s capacity as member, manager, director, officer, employee or agent for losses except where such losses are the result of gross negligence, fraud or intentional misconduct.

The inclusion of such indemnification provisions does not preclude the company from providing indemnification in any other manner.

The company’s directors, officers, employees and agents are insured against liability arising from their status as directors, officers, employees, or agents, whether or not the company would have the power to indemnify them against the same liability under the company’s governing documents.

The Indiana Corporations

Indiana Business Corporation Law. Chapter 37 of the Indiana Business Corporation Law (“IBCL”) provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in a proceeding if (1) the individual’s conduct was in good faith, (2) the individual reasonably believed, in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in the corporation’s best interests, and, (3) in the case of a criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director against reasonable expenses incurred by the director if the director was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation. A corporation may advance or reimburse reasonable expenses incurred by a person entitled to indemnification, in advance of final disposition, if the individual furnishes the corporation with a written affirmation of his or her good faith belief that the applicable standard of conduct was observed, accompanied by a

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written undertaking to repay the advance if it is ultimately determined that the applicable standards were not met and the known facts do not preclude indemnification. Unless the director has been successful in the defense of a proceeding, a corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth under the law.

Officers, unless the corporation’s articles of incorporation provide otherwise, may be indemnified to the same extent as directors.

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, member, manager, employee, or agent. The indemnification provided for or authorized by the IBCL does not exclude other rights to indemnification and that a person may have under a corporation’s articles of incorporation, bylaws or certain other duly authorized agreements.

Steel Dynamics, Inc.

Steel Dynamics Sales North America, Inc.

Steel Dynamics Enterprises, Inc.
Roanoke Electric Steel Corporation

Articles of Incorporation and Bylaws. As permitted by Chapter 37 of the Indiana Business Corporation Law, Article IX of Steel Dynamics, Inc.’s Amended and Restated Articles of Incorporation, Article VI of the Bylaws of Steel Dynamics Sales North America, Inc., the Amended and Restated Bylaws of Roanoke Electric Steel Corporation, and the Bylaws of Steel Dynamics Enterprises, Inc., provide that the company shall indemnify a director or officer against liability, including expenses and costs of defense, incurred in any proceeding, if that individual was made a party to the proceeding because the individual is or was a director or officer, or, at the company’s request, was serving as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether or not for profit, so long as the individual’s conduct was in good faith and with the reasonable belief, in connection with the individual’s “official capacity,” that the conduct was in our best interests, or, in all other cases, that the conduct was at least not opposed to the company’s best interests. In the case of any criminal proceeding, the duty to indemnify applies so long as the individual either had reasonable cause to believe that the conduct was lawful, or had no reasonable cause to believe that the conduct was unlawful. Conduct with respect to an employee benefit plan in connection with a matter the individual believed to be in the best interests of the participants in and beneficiaries of the plan is deemed conduct that satisfies the indemnification standard that the individual reasonably believed that the conduct was at least not opposed to the company’s best interests.

The company may advance or reimburse for reasonable expenses incurred by a person entitled to indemnification, in advance of final disposition, if the individual furnishes the company with a written affirmation of his or her good faith belief that the applicable standard of conduct was observed, accompanied by a written undertaking to repay the advance if it is ultimately determined that the applicable standards were not met.

Unless the director has been successful in the defense of a proceeding, in all cases, whether in connection with advancement of expenses during a proceeding, or afterward, the company may not grant indemnification unless authorized in the specific case after a determination has been made that indemnification is permissible under the circumstances. The determination may be made either by our board of directors, by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or, if a quorum cannot be so obtained, then by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding. Alternatively, the determination can be made by special legal counsel selected by the board of directors or the committee, or by the stockholders, excluding shares owned by or voted under the

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control of persons who are at the time parties to the proceeding. In the event that a person seeking indemnification believes that it has not been properly provided that person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. In such a proceeding, a court is empowered to grant indemnification if it determines that the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not the person met the standard of conduct for indemnification.

The Indiana Limited Liability Companies

Indiana Business Flexibility Act. Chapter 2 of the Indiana Business Flexibility Act provides that, subject to any standards and restrictions set forth in a company’s operating agreement, a limited liability company may indemnify and hold harmless any member, manager, agent or employee from and against any and all claims and demands, unless the action or failure to act for which indemnification is sought constitutes willful misconduct or recklessness.

Superior Aluminum Alloys, LLC

OmniSource Transport, LLC

OmniSource Limited, LLC (f/k/a OmniSource, LLC)

Operating Agreements. The Amended and Restated Operating Agreements of OmniSource Transport, LLC, OmniSource, LLC, and Superior Aluminum Alloys, LLC, each provide that the company shall indemnify and advance expenses to the member against any claim against the member arising from acts of the member in its capacity as member or manager.

The inclusion of such indemnification provisions does not preclude the company from providing indemnification in any other manner.

Each company’s directors, officers, employees and agents are insured against liability arising from their status as directors, officers, employees, or agents, whether or not the company would have the power to indemnify them against the same liability under the company’s governing documents.

New Millennium Building Systems, LLC

OmniSource, LLC (f/k/a OmniSource Corporation)

Operating Agreement. The Third Amended and Restated Operating Agreement of New Millennium Building Systems, LLC, and the Operating Agreement of OmniSource, LLC, each provide that the company shall fully indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a member or an officer of the company, if such member or officer acted in good faith and in a manner reasonably believed by such member or officer to have been, in the case of conduct taken as a member or officer, in the best interest of the company, and in all other cases, not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, such member or officer had reasonable cause to believe such conduct was lawful.

The Delaware Corporations

Delaware General Corporation Law. Under the Section 145 of the Delaware General Corporation Law (“DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director,

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officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful in actions brought by or in the right of the corporation, the corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Otherwise, indemnification shall be made only upon a determination that the person met the applicable standard of conduct. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Steel of West Virginia, Inc.
SWVA, Inc.

Certificates of Incorporation. The Certificates of Incorporation of Steel of West Virginia, Inc. and SWVA, Inc. provide that the company shall indemnify to the full extent permitted by the DGCL all persons it may indemnify under such law.

Marshall Steel, Inc.

Steel Ventures, Inc.

Certificate of Incorporation. The Certificates of Incorporation of Marshall Steel, Inc. and Steel Ventures, Inc. provide that the corporation shall indemnify a person to the full extent permitted by the DGCL against expenses, fines, judgments and amounts paid in settlement actually and reasonably incurred by such person in any threatened, pending or completed proceeding in which the person is involved by reason of the fact that he or she was or is a director or officer of the corporation or was serving another incorporated or unincorporated enterprise in such capacity at the request of the corporation.

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The Techs Industries, Inc.

Certificate of Incorporation. The Certificate of Incorporation of The Techs Industries, Inc. contains no provision regarding indemnification of directors or officers. The Certificate of Incorporation does provide that no director shall be liable to the corporation or its shareholders for breach of a fiduciary duty as a director.

The Michigan Corporation

Michigan Business Corporation Act. Under the Michigan Business Corporation Act (“MIBCA”), a Michigan corporation may indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another enterprise, against expenses, including attorney’s fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Otherwise a determination must be made that the person met the applicable standard of conduct and that the expenses were reasonable. Under the MIBCA, a Michigan corporation may also provide similar indemnity to such a person for expenses, including attorney’s fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation or its shareholders, except in respect of any claim, issue or matter in which the person has been found liable to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnification in view of all relevant circumstances, in which case indemnification is limited to reasonable expenses incurred. The MIBCA also permits a Michigan corporation to purchase and maintain on behalf of such a person insurance against liabilities incurred in such capacities.

Jackson Iron & Metal Company, Inc.

Articles of Incorporation and Bylaws. The Bylaws of Jackson Iron & Metal Company, Inc. provide that the corporation shall indemnify a director or officer against liability, including expenses and costs of defense, incurred in any proceeding, if that individual was made a party to the proceeding because the individual is or was a director or officer, or, at the corporation’s request, was serving as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether or not for profit, so long as the individual’s conduct was in good faith and with the reasonable belief, in connection with the individual’s “official capacity,” that the conduct was in the corporation’s best interests, or, in all other cases, that the conduct was at least not opposed to the corporation’s best interests. In the case of any criminal proceeding, the duty to indemnify applies so long as the individual either had reasonable cause to believe that the conduct was lawful, or had no reasonable cause to believe that the conduct was unlawful. In any action by or in the right of the corporation, indemnification shall not be made if the person has been adjudged liable for negligence or misconduct, unless and to the extent a court deems indemnity proper in view of all the circumstances.

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The corporation may advance or reimburse for reasonable expenses incurred by a person entitled to indemnification, in advance of final disposition, if the individual furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that the applicable standards were not met.

Unless the director has been successful in the defense of a proceeding, in all cases, whether in connection with advancement of expenses during a proceeding, or afterward, the corporation may not grant indemnification unless authorized in the specific case after a determination has been made that indemnification is permissible under the circumstances. The determination may be made either by the corporation’s board of directors, by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or, if a quorum cannot be so obtained, then by independent legal counsel. In the event that a person seeking indemnification believes that it has not been properly provided that person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. In such a proceeding, a court is empowered to grant indemnification if it determines that the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not the person met the standard of conduct for indemnification.

The corporation may purchase and maintain insurance on behalf of the corporation’s directors, officers, employees or agents, insuring against liability arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have the power to indemnify the individual against the same liability.

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ITEM 6. EXHIBITS

Articles of Incorporation

3.1a		Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., incorporated herein by reference from Exhibit 3.1a in our Registration Statement on Form S-1, SEC File No. 333-12521, effective November 21, 1996.

3.1b		Amendment to Article IV of the Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., effective November 2, 2006, increasing the authorized shares to 200 million, incorporated herein by reference from Exhibit 3.1b to our report on Form 10-Q filed May 7, 2008.

3.1c		Amendment to Article IV of the Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., effective March 27, 2008, increasing the authorized common shares to 400 million, incorporated herein by reference from Exhibit 3.1c to our report on Form 10-Q filed May 7, 2008.

3.1d		Amendment to Article IV of the Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., effective June 2, 2009, increasing the authorized common shares to 900 million, incorporated herein by reference to Exhibit 3.1d to our Form 8-K filed June 2, 2009.

3.2a		Amended and Restated Bylaws of Steel Dynamics, Inc., incorporated herein by reference from Exhibit 3.1 to our Form 8-K filed July 6, 2006.

3.2b		Amendment adding new Section 3.15 to Amended and Restated Bylaws of Steel Dynamics, Inc. The amendment is incorporated herein by reference from Exhibit 99.1 to our Form 8-K filed August 6, 2009.

3.5		Articles of Incorporation of Jackson Iron & Metal Company, Inc., incorporated herein by reference to Exhibit 3.5 to our Form S-4 filed June 4, 2013.

3.6		Bylaws of Jackson Iron & Metal Company, Inc., incorporated herein by reference to Exhibit 3.6 to our Form S-4 filed June 4, 2013.

3.7		Certificate of Incorporation of MS (Tennessee), Inc. (now known as Marshall Steel, Inc.), incorporated herein by reference to Exhibit 3.7 to our Form S-4 filed June 4, 2013.

3.8		Amended and Restated Bylaws of Marshall Steel, Inc., incorporated herein by reference to Exhibit 3.8 to our Form S-4 filed June 4, 2013.

3.11		Articles of Organization of New Millennium Building Systems, LLC, incorporated herein by reference to Exhibit 3.11 to our Form S-4 filed June 4, 2013.

3.12*		Third Amended and Restated Operating Agreement of New Millennium Building Systems, LLC.

3.13		Articles of Organization of OmniSource Limited, LLC (f/k/a OmniSource, LLC), incorporated herein by reference to exhibit 3.13 to our Form S-4 filed June 4, 2013.

3.13a*		Amendment to Article I of the Articles of Organization of OmniSource, LLC (n/k/a OmniSource Limited, LLC).

3.14*		Second Amended and Restated Operating Agreement of OmniSource Limited, LLC (f/k/a OmniSource, LLC).

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3.15*		Articles of Organization of OmniSource, LLC (f/k/a OmniSource Corporation).

3.16*		Operating Agreement of OmniSource, LLC (f/k/a OmniSource Corporation).

3.19		Certificate of Formation of South Atlantic Recycling Group, LLC. (now known as OmniSource Southeast, LLC), incorporated herein by reference to Exhibit 3.19 to our Form S-4 filed June 4, 2013.

3.20		Amended and Restated Operating Agreement of Recycle South, LLC (now known as OmniSource Southeast, LLC), incorporated herein by reference to Exhibit 3.20 to our Form S-4 filed June 4, 2013.

3.21		Articles of Organization of OmniSource Transport, LLC, incorporated herein by reference to Exhibit 3.21 to our Form S-4 filed June 4, 2013.

3.22		Amended and Restated Operating Agreement of OmniSource Transport, LLC, incorporated herein by reference to Exhibit 3.22 to our Form S-4 filed June 4, 2013.

3.23		Articles of Incorporation of RS Acquisition Corporation (now known as Roanoke Electric Steel Corporation.), incorporated herein by reference to Exhibit 3.23 to our Form S-4 filed June 4, 2013.

3.24		Amended and Restated Bylaws of Roanoke Electric Steel Corporation, incorporated herein by reference to Exhibit 3.24 to our Form S-4 filed June 4, 2013.

3.25		Articles of Incorporation of Steel Dynamics Sales North America Inc., incorporated herein by reference to Exhibit 3.25 to our Form S-4 filed June 4, 2013.

3.26		Bylaws of Steel Dynamics Sales North America Inc., incorporated herein by reference to Exhibit 3.26 to our Form S-4 filed June 4, 2013.

3.27		Certificate of Incorporation of Charter Steel, Inc.(now known as Steel of West Virginia), incorporated herein by reference to Exhibit 3.27 to our Form S-4 filed June 4, 2013.

3.28		Amended and Restated Bylaws of Steel of West Virginia, Inc., incorporated herein by reference to Exhibit 3.28 to our Form S-4 filed June 4, 2013.

3.29		Certificate of Incorporation of Steel Ventures, Inc., incorporated herein by reference to Exhibit 3.29 to our Form S-4 filed June 4, 2013.

3.30		Amended and Restated Bylaws of Steel Ventures, Inc., incorporated herein by reference to Exhibit 3.30 to our Form S-4 filed June 4, 2013.

3.31		Articles of Organization of Superior Aluminum Alloys, LLC, incorporated herein by reference to Exhibit 3.31 to our Form S-4 filed June 4, 2013.

3.32		Amended and Restated Operating Agreement of Superior Aluminum Alloys, LLC, incorporated herein by reference to Exhibit 3.32 to our Form S-4 filed June 4, 2013.

3.33		Certificate of Incorporation of Steel of West Virginia, Inc. (now known as SWVA, Inc.), incorporated herein by reference to Exhibit 3.33 to our Form S-4 filed June 4, 2013.

3.34		Amended and Restated Bylaws of SWVA, Inc., incorporated herein by reference to Exhibit 3.34 to our Form S-4 filed June 4, 2013.

3.35		Certificate of Incorporation of The Techs Industries, Inc., incorporated herein by reference to Exhibit 3.35 to our Form S-4 filed June 4, 2013.

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3.36		Amended and Restated Bylaws of The Techs Industries, Inc., incorporated herein by reference to Exhibit 3.36 to our Form S-4 filed June 4, 2013.

3.37		Certificate of Formation of Steel Dynamics Columbus, LLC, incorporated herein by reference to Exhibit 3.37 to our Form S-4 filed March 24, 2015.

3.38*		Second Amended and Restated Limited Liability Company Agreement of Steel Dynamics Columbus, LLC

3.39*		Articles of Incorporation of Steel Dynamics Enterprises, Inc.

3.40*		By-laws of Steel Dynamics Enterprises, Inc.

Instruments Defining the Rights of Security Holders, Including Indentures

4.17		Indenture relating to our issuance of $350 million of 6 3 / 8 % Senior Notes due 2022 among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Trustee, dated as of August 16, 2012, incorporated herein by reference from Exhibit 4.17 to our Form 8-K filed August 20, 2012.

4.20		Indenture relating to our issuance of $400.0 million of 5 1 /4% Senior Notes due 2023, among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Trustee, dated as of March 26, 2013, incorporated herein by reference from Exhibit 4.20 to our Form 8-K filed March 23, 2013.

4.23		Indenture relating to our issuance of $700.0 million of 5.125% Senior Notes due 2021, among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Trustee, dated as of September 9, 2014, incorporated herein by reference from Exhibit 4.23 to our Form 8-K filed September 12, 2014.

4.24		Indenture relating to our issuance of $500.0 million of 5.500% Senior Notes due 2024, among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Trustee, dated as of September 9, 2014, incorporated herein by reference from Exhibit 4.24 to our Form 8-K filed September 12, 2014.

4.25 Registration Rights Agreement among Steel Dynamics, Inc., the subsidiaries of the Company listed therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several initial purchasers as set forth therein, dated December 6, 2016, relating to our issuance of $400 million of 5.000% Senior Notes due 2026 incorporated herein by reference from Exhibit 4.25 to our Form 8-K filed December 8, 2016.

4.27 Indenture dated December 6, 2016, relating to our issuance of $400 million 5.000% Senior Notes due 2026, among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.27 to our Form 8-K filed December 8, 2016.

Opinions re Legality

5.1*

Opinion of Barrett McNagny LLP.

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Material Contracts

10.12		Loan Agreement between Indiana Development Finance Authority and Steel Dynamics, Inc. re Taxable Economic Development Revenue bonds, Trust Indenture between Indiana Development Finance Authority and NBD Bank, N.A., as Trustee re Loan Agreement between Indiana Development Finance Authority and Steel Dynamics, Inc., incorporated herein by reference from Exhibit 10.12 to Registrant’s Registration Statement on Form S-1, File No. 333-12521, effective November 21, 1996.

10.20†		Steel Dynamics, Inc. Change in Control Benefit Plan, incorporated herein by reference from Exhibit 10.20 to our 8-K filed December 4, 2012.

10.41b†		Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan, as approved by shareholders on May 17, 2012, incorporated herein by reference from our Exhibit 10.41b to our Form 8-K filed August 21, 2012.

10.41c†		Steel Dynamics, Inc. Long-Term Incentive Compensation Program, adopted August 15, 2012, incorporated herein by reference from our Exhibit 10.41c to our Form 8-K filed August 21, 2012.

10.52†		Director Agreement between the Company and Keith E. Busse, dated October 14, 2011, incorporated herein by reference from Exhibit 10.52 to our Form 8-K filed October 20, 2011.

10.53†		2013 Executive Incentive Compensation Plan, approved by stockholders on May 16, 2013, incorporated herein by reference from our May 16, 2013 Notice of Annual Meeting of Stockholders filed March 27, 2013.

10.54		Second Amended and Restated Credit Agreement dated as of November 14, 2014, Among Steel Dynamics, Inc. as Borrower and the Initial Lenders, Initial Issuing Bank and Swing Line Bank Named or Described Herein as Initial Lenders, Initial Issuing Banks and Swing Line Bank, and PNC Bank, National Association as Collateral Agent, PNC Bank, National Association as Administrative Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association as Syndication Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Morgan Stanley Senior Funding, Inc. and Sun Trust Bank, as Documentation Agents, incorporated herein by reference from Exhibit 10.54 to our Form 8-K filed November 20, 2014.

10.55†		Steel Dynamics, Inc. 2014 Employee Stock Purchase Plan, incorporated herein by reference from our May 15, 2014 Notice of Annual Meeting of Stockholders filed March 27, 2014.

10.57†		2015 Equity Incentive Plan, as approved by shareholders on May 21, 2015, incorporated herein by reference from our May 21, 2015, Notice of Annual Meeting of Stockholders filed March 30, 2015.

12.1*		Computation of Ratio of Earnings to Fixed Charges

21.1*		List of our Subsidiaries

23.1*		Consent of Independent Registered Public Accounting Firm

23.3*		Consent of Barrett McNagny LLP (included in Exhibit 5.1)

24.1*		Powers of Attorney (see signature pages II-13 through II-22)

25.1*		Form T-1, Trustee’s Statement of Eligibility

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99.1*		Letter of Transmittal

99.2*		Notice of Guaranteed Delivery

* Filed concurrently herewith

†

Indicates a management contract or compensatory plan or arrangement

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which Offer or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Wayne, State of Indiana, on April 5, 2017.


Steel Dynamics, Inc.

By:	/s/ THERESA E. WAGLER
	Name:	Theresa E. Wagler
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Theresa E. Wagler and Mark D. Millett, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including pre-effective and post-effective amendments and supplements or any additional registration statements filed pursuant to Rule 462 promulgated under the Securities Act, or otherwise) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ MARK D. MILLETT	President, Chief Executive Officer and Director	April 5 , 2017
Mark D. Millett	(Principal Executive Officer)

/s/ THERESA E. WAGLER	Executive Vice President, Chief Financial Officer (Principal	April 5 , 2017
Theresa E. Wagler	Financial Officer and Principal Accounting Officer)

/s/ KEITH E. BUSSE	Chairman of the Board and Director	April 5 , 2017
Keith E. Busse

/s/ JOHN C. BATES	Director	April 5 , 2017
John C. Bates

/s/ FRANK D. BYRNE, M.D.	Director	April 5 , 2017
Frank D. Byrne, M.D.

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/s/ KENNETH W. CORNEW	Director	April 5 , 2017
KENNETH W. CORNEW

/s/ TRACI M. DOLAN	Director	April 5 , 2017
Traci M. Dolan

/s/ DR. JÜRGEN KOLB	Director	April 5 , 2017
Dr. Jürgen Kolb

/s/ JAMES C. MARCUCCILLI	Director	April 5 , 2017
James C. Marcuccilli

/s/ GABRIEL L. SHAHEEN	Director	April 5 , 2017
Gabriel L. Shaheen

/s/ BRADLEY S. SEAMAN	Director	April 5 , 2017
Bradley S. Seaman

/s/ RICHARD P. TEETS, JR.	Director	April 5 , 2017
Richard P. Teets, Jr.

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	Steel Dynamics Sales North America, Inc.

	By:	/s/ THERESA E. WAGLER
		Theresa E. Wagler
		Title: President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ THERESA E. WAGLER	President, Secretary and Director (Principal Financial Officer) (Principal	April 5 , 2017
Theresa E. Wagler	Executive Officer) (Principal Accounting Officer)

/s/ BARRY T. SCHNEIDER	Director	April 5 , 2017
Barry T. Schneider

/s/ MARK D. MILLETT	Vice President and Director	April 5 , 2017
Mark D. Millett

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New Millennium Building Systems, LLC

Steel Dynamics Columbus, LLC

OmniSource, LLC (f/k/a OmniSource Corporation)

	By:	Steel Dynamics Enterprises, Inc., its sole member

	By:	/s/ THERESA E. WAGLER
		Name: Theresa E. Wagler
		Title: President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ THERESA E. WAGLER	President, Secretary, Director (Principal Executive Officer)	April 5, 2017
Theresa E. Wagler	(Principal Financial Officer) (Principal Accounting Officer)

/s/ RUSSELL B. RINN	Director	April 5, 2017
Russell B. Rinn

/s/ RICHARD A. POINSATTE	Vice President, Assistant Secretary, Director	April 5, 2017
Richard A. Poinsatte

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	Roanoke Electric Steel Corporation

	By:	/s/ THERESA E. WAGLER
		Name: Theresa E. Wagler
		Title: Vice President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ T. JOE CRAWFORD	President (Principal Executive Officer)	April 5 , 2017
T. Joe Crawford

/s/ THERESA E. WAGLER	Vice President and Director (Principal Financial Officer) (Principal	April 5 , 2017
Theresa E. Wagler	Accounting Officer)

/s/ RUSSELL B. RINN	Director	April 5 , 2017
Russell B. Rinn

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Steel of West Virginia, Inc.
SWVA, Inc.
Marshall Steel, Inc.
Steel Ventures, Inc.

By:	/s/ THERESA E. WAGLER
	Name: Theresa E. Wagler
	Title: Vice President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ TIMOTHY R. DUKE	President(Principal Executive Officer)	April 5, 2017
Timothy R. Duke

/s/ THERESA E. WAGLER	Vice President and Secretary (Principal Financial Officer)	April 5, 2017
Theresa E. Wagler	(Principal Accounting Officer)

/s/ RICHARD A. POINSATTE	Director	April 5, 2017
Richard A. Poinsatte

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The Techs Industries, Inc.

By:	/s/ THERESA E. WAGLER
	Name: Theresa E. Wagler
	Title: Vice President

Date: April 5, 2017

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Theresa E. Wagler and Mark D. Millett, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ BARRY T. SCHNEIDER	President and Secretary	April 5, 2017
Barry T. Schneider	(Principal Executive Officer)

/s/ THERESA E. WAGLER	Vice President (Principal Financial Officer)	April 5, 2017
Theresa E. Wagler	(Principal Accounting Officer)

/s/ RICHARD A. POINSATTE	Director	April 5, 2017
Richard A. Poinsatte

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Steel Dynamics Enterprises, Inc.

By:	/s/ THERESA E. WAGLER
	Name: Theresa E. Wagler
	Title: President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ RUSSELL B. RINN	Director	April 5, 2017
Russell B. Rinn

/s/ THERESA E. WAGLER	President , Secretary and Director (Principal Executive Officer)	April 5, 2017
Theresa E. Wagler	(Principal Financial Officer) (Principal Accounting Officer)

/s/ RICHARD A. POINSATTE	Director	April 5, 2017
Richard A. Poinsatte

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Jackson Iron & Metal Company, Inc.

By:	/s/ THERESA E. WAGLER
	Name: Theresa E. Wagler
	Title: Vice President

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ RUSSELL B. RINN	President and Director (Principal Executive	April 5, 2017
Russell B. Rinn	Officer)

/s/ THERESA E. WAGLER	Vice President , Secretary and Director (Principal	April 5, 2017
Theresa E. Wagler	Financial Officer) (Principal Accounting Officer)

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OmniSource Transport, LLC
OmniSource Southeast, LLC
Superior Aluminum Alloys, LLC
OmniSource Limited, LLC (f/k/a OmniSource, LLC)

By:	OmniSource, LLC, sole member

By:	Steel Dynamics Enterprises, Inc., its sole member

By:	/s/ THERESA E. WAGLER
	Name: Theresa E. Wagler
	Title: President and Secretary

Date: April 5, 2017

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ THERESA E. WAGLER	President, Secretary, Director (Principal Executive Officer)	April 5 , 2017
Theresa E. Wagler	(Principal Financial Officer) (Principal Accounting Officer)

/s/ RUSSELL B. RINN	Director	April 5 , 2017
Russell B. Rinn

/s/ RICHARD A. POINSATTE	Vice President, Assistant Secretary, Director	April 5, 2017
Richard A. Poinsatte

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Exhibit 3.12

THIRD AMENDED AND RESTATED

OPERATING AGREEMENT FOR

NEW MILLENNIUM BUILDING SYSTEMS, LLC

This Third Amended and Restated Operating Agreement is made and entered into, effective as of the Effective Date, by and between STEEL DYNAMICS COLUMBUS, LLC, as the sole member of NEW MILLENNIUM BUILDING SYSTEMS, LLC, an Indiana limited liability company (the “Company”) and the Company.

Preliminary Statement

The Company was organized on June 25, 1999, under the laws of the State of Indiana upon the filing of Articles of Organization (the “Articles”) pursuant to the Indiana Business Flexibility Act (the “Act”), on behalf of Steel Dynamics, Inc., New Process Steel Holding Co., Inc., Joseph E. Maupin, Bert D. Hollman, Douglas D. Lang and Ariail R. Smith as the Initial Members. Effective March 31, 2003, Steel Dynamics, Inc. became the sole member of the Company, and effective April 1, 2006, adopted an Amended and Restated Operating Agreement of the Company. Effective November 1, 2014, Steel Dynamics, Inc. adopted a Second Amended and Restated Operating Agreement of the Company.

Effective as of the Effective Date, Steel Dynamics, Inc., as the sole member of the Company, transferred all its membership rights in the Company to its wholly-owned subsidiary, Steel Dynamics Enterprises, Inc. Steel Dynamics Enterprises, Inc. immediately thereafter transferred such membership rights in the Company to its wholly-owned subsidiary, Steel Dynamics Columbus, LLC. Steel Dynamics Columbus, LLC, as sole member of the Company, hereby adopts this Third Amended and Restated Operating Agreement of the Company.

In consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound thereby, the undersigned parties agree to the following terms and conditions.

ARTICLE 1 PRELIMINARY PROVISIONS

1.1 EFFECTIVE DATE OF AGREEMENT; ENFORCEABILITY.

The effective date of this Agreement (the “Effective Date”) shall be December 30, 2016.

1.2 COMPANY’S NAME, PURPOSE, ETC.

The Company’s name, registered agent, registered office, and duration shall be as set forth in the Articles, as amended from time to time by the Member. The Company’s purpose shall be to engage in any business activities for which limited liability companies legally may be formed in the State of Indiana.

1.3 PRINCIPAL PLACE OF BUSINESS OF COMPANY.

The Company’s principal place of business shall be 7575 West Jefferson Blvd., Fort Wayne, IN 46804. The Member of the Company may change the Company’s principal place of business from time to time in the Member’s sole discretion.

1.4 RESERVATION OF MANAGEMENT OF COMPANY TO MEMBER.

The management of the Company is reserved to the Member.

1.5 LIMITED LIABILITY OF MEMBER.

(a) The Member shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member.

(b) The Member shall be liable for its conduct in its individual capacity as provided by law.

1.6 ADMISSION OF ADDITIONAL MEMBERS.

Whether additional members shall be admitted as members of the Company shall be in the sole discretion of the Member.

1.7 AMENDMENT OF AGREEMENT IF COMPANY HAS MULTIPLE MEMBERS.

If, at any time, the Company has two or more members, the members shall, with reasonable promptness, make all amendments to this Agreement necessary to reflect their agreement concerning the allocation of the Company’s profits and losses, the allocation of management rights, and other appropriate matters.

1.8 ANNUAL ACCOUNTING PERIOD OF COMPANY.

The Company’s annual accounting period for financial and tax purposes shall be the calendar year.

1.9 COMPANY METHOD OF ACCOUNTING.

The Company shall use the accrual method of accounting, consistent with the accounting method used by the Member.

1.10 EFFECT OF ACT.

Except as otherwise provided in this Agreement or by law, the business and internal affairs of the Company shall be governed by the Act as in effect on the Effective Date.

1.11 RELATION OF AGREEMENT TO ARTICLES.

If there is any conflict between the provisions of this Agreement and those of the Articles, the provisions of this Agreement shall prevail.

1.12 QUALIFICATION IN OTHER JURISDICTIONS.

Before conducting business on a regular basis in any jurisdiction other than this State, the Company shall file all forms and shall do all other things required under the laws, including the tax laws, of that jurisdiction in order to conduct that business.

Article 2 CAPITAL CONTRIBUTIONS AND LOAN

2.1 CONTRIBUTIONS OF CASH AND NON-CASH PROPERTY.

The capital contribution to the Company made by the Member is as reflected on the books and records of the Company.

2.2 NO DUTY TO MAKE ADDITIONAL CONTRIBUTIONS.

The Member may, but shall have no duty to, make additional contributions to the Company.

2.3 LOANS BY MEMBER TO COMPANY.

The Member may, in its sole discretion, make loans to the Company in amounts and upon terms determined by the Member.

Article 3 ALLOCATIONS AND DISTRIBUTIONS OF COMPANY PROFITS

3.1 ALLOCATIONS OF PROFITS AND LOSSES AND ALLOCATIONS OF DISTRIBUTIONS.

Only the Member shall be entitled to allocations of Company profits and losses, to allocations of distributions of Company profits and other Company assets and to distributions of Company profits and other assets. No other person shall have any right to any such allocations or distributions.

3.2 DECISIONS CONCERNING ALLOCATIONS, ETC.

It shall be within the sole and exclusive discretion of the Member to decide:

(a) Whether to make allocations of Company profits and losses to the Member;

(b) Whether to make allocations of distributions of profits and other assets to the Member;

(d) When and in what amounts to make any such allocation or distribution;

PROVIDED, that the Company shall make no such distribution to the extent that, immediately after the distribution, the Company’s liabilities would exceed its assets.

Article 4 COMPANY MANAGEMENT

4.1 DECISION-MAKING.

The Member, in the Member’s sole discretion, shall have the exclusive right to make decisions relating to the business and internal affairs of the Company.

4.2 SIGNING OF CONTRACTS, ETC.

The Member, in the Member’s sole discretion, shall have the exclusive right, power and authority to sign contracts on behalf of the Company and otherwise bind the Company with third parties, and to authorize individuals to take such action for and on behalf of the Company.

4.3 NO DUTY TO RECORD DECISIONS, ETC.

The Member in the Member’s capacity as a member shall have no duty to record in writing or otherwise any decision in the Member’s capacity as a member, and the Member’s failure to make any such record shall not impair the validity of any such decision.

4.4 DESIGNATION OF OFFICERS.

The Member may designate, appoint, and assign titles to (including, without limitation, the titles of President, Vice-President, Secretary and Treasurer) individuals, who need not be members of the Company, who shall serve at the pleasure of the Member, to exercise the authority of the Member within limits prescribed by the Member from time to time (the “Officers”). The initial Officers are set forth on the attached Exhibit A.

4.5 INDEMNIFICATION.

The Company shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that it is or was a Member or an Officer of the Company against expenses (including attorneys’ fees), judgments, settlements, penalties and fines actually or reasonably incurred in accordance with such action, suit or proceeding, if such Member or Officer acted in good faith and in a

manner reasonably believed by such Member or Officer to have been, in the case of conduct taken as a Member or Officer, in the best interest of the Company and in all other cases, not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, such Member or Officer had reasonable cause to believe such conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo-contendere or its equivalent, shall not, of itself, create a presumption that the Member or Officer did not meet the prescribed standard of conduct.

The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled. The right of any person to indemnification under this Section 4.5 shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to above and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these provisions.

Article 5 TRANSFERS AND PLEDGES OF COMPANY MEMBERSHIP RIGHTS AND INTERESTS

5.1 TRANSFERS OF MEMBERSHIP RIGHTS - IN GENERAL.

The Member, in the Member’s sole discretion, may transfer (whether by sale, gift or otherwise) all or any part of the Member’s membership rights, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions that the Member deems appropriate.

5.2 PLEDGES.

The Member shall have exclusive and absolute discretion to pledge all or any part of the Member’s membership rights to any person at any time as collateral for any debt of the Member. The Member may make any such pledge under any terms and conditions that the Member deems appropriate.

Article 6 COMPANY BOOKS OF ACCOUNTS, REPORTS, ETC.

The Company shall maintain on a current basis accurate books of account in accordance with financial standards normally applied to business organizations generally similar to the Company in size and business activities.

Article 7 DISSOLUTION.

7.1 DEFINITION OF DISSOLUTION, WINDING UP AND LIQUIDATION.

For purposes of this Agreement:

(a) Dissolution . The dissolution of the Company shall mean the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

(b) Winding Up . The winding up of the Company shall mean the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

(c) Liquidation . The liquidation of the Company shall mean the sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

7.2 DISSOLUTION OF COMPANY.

The Member, in the Member’s sole and absolute discretion, may determine whether and when to dissolve the Company. The Company shall be dissolved immediately upon the Member’s deciding to dissolve it.

7.3 FILING OF CERTIFICATE OF DISSOLUTION.

Upon determining to dissolve the Company, the Member shall file a certificate of dissolution with the Secretary of State.

7.4 DATE OF TERMINATION OF LEGAL EXISTENCE OF COMPANY.

The certificate of dissolution shall set forth the effective date of the cancellation of the Company’s Articles. On that date, the legal existence of the Company shall terminate.

7.5 WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS.

Promptly after determining to terminate the legal existence of the Company, the Member shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Member and to creditors as required by the Act.

7.6 COMPLIANCE WITH LAW; SATISFACTION OF COMPANY’S KNOWN AND UNKNOWN DEBTS.

In connection with the winding-up of the Company:

(a) the Member shall take all appropriate measures to comply with applicable federal and state tax laws and other laws relating to entity dissolutions; and

(b) the Member shall take all reasonable measures under the laws of this State to dispose of (and, to the extent reasonable, to bar) known and unknown claims against the Company.

Article 8 TERM AND TERMINATION.

The term of this Agreement shall begin on the Effective Date and shall end upon the earlier of:

(a) The date on which the Company ceases to exist under this Agreement or under other applicable law; and

(b) The date on which the parties determine to terminate the Agreement.

Article 9 MISCELLANEOUS PROVISIONS.

9.1 ENTIRE AGREEMENT.

This Agreement contains the complete agreement between the parties concerning its subject matter, and it replaces all earlier agreements between them, whether written or oral, concerning its subject matter.

9.2 AMENDMENTS.

No amendment of this Agreement or of the Certificate shall be valid unless it is set forth in a writing signed by both parties.

9.3 NOTICES.

All notices under this Agreement shall be in writing. They shall be sent by registered U.S. mail, return receipt requested, to the parties at their respective addresses as stated below:

If to the Company:	New Millennium Building Systems, LLC
	7575 West Jefferson Blvd.
	Fort Wayne, IN 46804

If to the Member:	Steel Dynamics Columbus, LLC

	7575 West Jefferson Blvd.
	Fort Wayne, IN 46804

A party may change the party’s address for purposes of this Section 9.3 at any time upon reasonable notice to the other parties. Notices shall be deemed to have been received when actually received.

9.4 GOVERNING LAW.

This Agreement shall be governed exclusively by the laws of the State of Indiana (exclusive of its laws relating to conflicts of law).

9.5 CAPTIONS.

Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

9.6 INCORPORATION OF ARTICLES, ETC.

The Articles and all exhibits referred to in this Agreement are hereby incorporated in the Agreement and made an integral part of it.

9.7 DEFINITION OF “INCLUDING,” “PERSON,” ETC.

The terms “including” and “includes” shall mean a partial definition. The term “person” shall mean a natural person and any kind of entity.

IN WITNESS of their acceptance of the above terms and conditions, the parties by themselves or by their duly authorized representatives have signed and dated this Agreement as follows:

[signatures on following page]

“Member”	STEEL DYNAMICS COLUMBUS, LLC

Dated: 12-28-2016	By:	/s/ RICHARD A. POINSATTE
		Richard A. Poinsatte, Vice President



“Company”	NEW MILLENNIUM BUILDING SYSTEMS, LLC

	By:	STEEL DYNAMICS COLUMBUS, LLC, sole member
		STEEL DYNAMICS COLUMBUS, LLC, sole member

Dated: 12-28-2016		By:	/s/ RICHARD A. POINSATTE
			Richard A. Poinsatte, Vice President

EXHIBIT “A”

Chris Graham — President

Jim Anderson — Chief Operating Officer

Mark D. Millett — Vice President

Theresa E. Wagler — Vice President & Secretary

Richard A. Poinsatte — Vice President & Assistant Secretary

Matt Peters — Assistant Secretary

Exhibit 3.13a

	APPROVED AND FILED
	CONNIE LAWSON INDIANA SECRETARY OF STATE
	03/16/2017 09:40 AM

ARTICLES OF AMENDMENT

ARTICLE I - NAME AND PRINCIPAL OFFICE ADDRESS

BUSINESS ID		1998050745

BUSINESS TYPE		Domestic Limited Liability Company

BUSINESS NAME		OMNISOURCE, LLC

PRINCIPAL OFFICE ADDRESS		7575 W JEFFERSON BLVD, FORT WAYNE, IN, 46804, USA

DATE AMENDMENT WAS ADOPTED		03/16/2017

EFFECTIVE DATE

EFFECTIVE DATE		03/16/2017

ARTICLE I - BUSINESS NAME CHANGE

DATE OF ADOPTION		03/01/2017

NEW BUSINESS NAME		OmniSource Limited, LLC

SIGNATURE

THE MANNER OF THE ADOPTION OF THE ARTICLES OF BUSINESS AMENDMENT CONSTITUTE FULL LEGAL COMPLIANCE WITH THE PROVISIONS OF THE ACT, AND THE ARTICLES OF ORGANIZATION.

THE UNDERSIGNED MANAGER OR MEMBER OF THIS LIMITED LIABILITY COMPANY EXISTING PURSUANT TO THE PROVISIONS OF THE INDIANA BUSINESS FLEXIBILITY ACT DESIRES TO GIVE NOTICE OF ACTION EFFECTUATING BUSINESS AMENDMENT OF CERTAIN PROVISIONS OF ITS ARTICLES OF ORGANIZATION.

IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY March 16 , 2017.

SIGNATURE	OmniSource Corporation by Richard A. Poinsatte, VP

TITLE	Manager

		Business ID : 1998050745
		Filing No. : 7548608

Exhibit 3.14

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT FOR

OMNISOURCE LIMITED, LLC

This Second Amended and Restated Operating Agreement is made and entered into by and between OmniSource Corporation, an Indiana corporation (“OmniSource”), as the sole member of OmniSource Limited, LLC, an Indiana limited liability company (the “Company”) and the Company.

Preliminary Statement

OmniSource, LLC, an Indiana limited liability company, was formed by the filing of articles of organization with the Indiana Secretary of State on May 14, 1998. The Company and its initial members, OmniSource Corporation (“OmniSource”) and Michiana Metals Corporation (“Michiana”), entered into an Operating Agreement dated July 1, 1998 (“Original Operating Agreement”) to govern certain aspects of the operations of the Company and to set forth the rights and obligations of the members and their successors and assigns.

Effective October 18, 2006, Michiana was merged with and into OmniSource, with OmniSource continuing as the surviving entity.

OmniSource, as the sole member of OmniSource, LLC (“Member”), and OmniSource, LLC, adopted an Amended and Restated Operating Agreement, effective May 1, 2009, to amend certain aspects of the Original Operating Agreement, to restate the terms under which OmniSource, LLC, would be governed, and to restate the rights and obligations of its member.

Effective March 15, 2017, OmniSource adopted and filed with the Indiana Secretary of State Articles of Amendment of the Articles of Organization, changing the name of OmniSource, LLC, to OmniSource Limited, LLC. OmniSource and the Company are now entering into this Second Amended and Restated Operating Agreement to restate the terms under which the Company will be governed, and to restate the rights and obligations of its member.

In consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound thereby, the undersigned parties agree to the following terms and conditions.

Article 1 Preliminary Provisions

1.1 EFFECTIVE DATE OF AGREEMENT; ENFORCEABILITY.

The effective date of this Agreement (the “Effective Date”) shall be March 15, 2017.

1.2 COMPANY’S NAME, PURPOSE, ETC.

The Company’s name, purpose, registered agent, registered office, duration and form of management shall be as set forth in the Articles.

1.3 PRINCIPAL PLACE OF BUSINESS OF COMPANY.

The Company’s principal place of business shall be 7575 West Jefferson Boulevard, Fort Wayne, IN 46804. The manager of the Company may change the Company’s principal place of business from time to time in the manager’s sole discretion.

1.4 RESERVATION OF MANAGEMENT OF COMPANY TO MANAGER; APPOINTMENT OF INITIAL MANAGER.

The management of the Company is reserved to a manager. The Company shall be managed by a manager (the “Manager”).

The Company’s initial Manager shall be the Member.

1.5 LIMITED LIABILITY OF MEMBER AND MANAGER.

(c) The Member shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member.

(d) The Manager shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of acting as manager.

(e) The Member and the Manager shall be liable for their conduct in their individual capacities as provided by law.

1.6 ADMISSION OF ADDITIONAL MEMBERS.

Whether additional members shall be admitted as members of the Company shall be in the sole discretion of the Member.

1.7 AMENDMENT OF AGREEMENT IF COMPANY HAS MULTIPLE MEMBERS

1.8 ANNUAL ACCOUNTING PERIOD OF COMPANY.

The Company’s annual accounting period for financial and tax purposes shall be the calendar year.

1.9 COMPANY METHOD OF ACCOUNTING.

The Company shall use the method of accounting used by the Member.

1.10 EFFECT OF ACT.

Except as otherwise provided in this Agreement or by law, the business and internal affairs of the Company shall be governed by the Indiana Business Flexibility Act as in effect on the Effective Date.

1.11 RELATION OF AGREEMENT TO ARTICLES.

If there is any conflict between the provisions of this Agreement and those of the Articles, the provisions of this Agreement shall prevail.

1.12 QUALIFICATION IN OTHER JURISDICTIONS.

Article 2 CAPITAL CONTRIBUTIONS AND LOAN

2.1 CONTRIBUTIONS OF CASH AND NON-CASH PROPERTY.

The capital contribution to the Company made by the Member as of the Effective Date is as reflected on the records of the Company (the “Member Contribution”).

2.2 NO DUTY TO MAKE ADDITIONAL CONTRIBUTIONS.

In addition to the Member Contribution, the Member may, but shall have no duty to, make additional contributions to the Company.

2.3 LOANS BY MEMBER TO COMPANY.

The Member may, in its sole discretion, make loans to the Company in amounts and upon terms determined by the Member.

Article 3 ALLOCATIONS AND DISTRIBUTIONS OF COMPANY PROFITS

3.1 ALLOCATIONS OF PROFITS AND LOSSES AND ALLOCATIONS OF DISTRIBUTIONS.

3.2 DECISIONS CONCERNING ALLOCATIONS, ETC.

It shall be within the sole and exclusive discretion of the Manager to decide:

(e) Whether to make allocations of Company profits and losses to the Member;

(f) Whether to make allocations of distributions of profits and other assets to the Member;

(g) Whether to make distributions of profits and other assets to the Member; and

(h) When and in what amounts to make any such allocation or distribution;

PROVIDED, that the Company shall make no such distribution to the extent that, immediately after the distribution, the Company’s liabilities would exceed its assets.

Article 4 COMPANY MANAGEMENT

4.1 DECISION-MAKING.

The Manager, in the Manager’s sole discretion, shall have the exclusive right to make decisions relating to the business and internal affairs of the Company.

4.2 SIGNING OF CONTRACTS, ETC.

The Manager, in the Manager’s sole discretion, shall have the exclusive right, power and authority to sign contracts on behalf of the Company and otherwise bind the Company with third parties.

4.3 NO DUTY TO RECORD DECISIONS, ETC.

The Member in the Member’s capacity as a member and as the Manager shall have no duty to record in writing or otherwise any decision in the Member’s capacity as a member or manager, and the Member’s failure to make any such record shall not impair the validity of any such decision.

4.4 OFFICERS.

The Manager may designate, appoint, assign titles to (including without limitation, President, Vice-President, Secretary and/or Treasurer) individuals, who need not be Members of the Company, who shall serve at the pleasure of the Manager, to exercise the authority of the Manager within limits prescribed by the Manager from time to time.

4.5 METHOD OF APPOINTING AND REMOVING MANAGER AFTER INITIAL MANAGER.

The Member or the Member’s successor in its sole discretion may, without liability, appoint or remove any Manager at any time with or without cause.

4.6 TERM OF SERVICE OF MEMBER AS MANAGER.

The term of service of the Member as Manager shall begin on the Effective Date and shall terminate on the earlier of:

(a) The date on which the Member resigns as Manager;

(b) The date on which the Member ceases to be a member.

4.7 MANAGER RESIGNATION.

The Manager may, without liability, resign as Manager of the Company at any time for any reason.

4.8 MANAGER COMPENSATION, ETC.

The Manager shall be compensated by the Company for the Manager’s services under this Agreement as Manager as the Member shall determine from time to time in the Member’s sole discretion.

4.9 FIDUCIARY DUTIES OF MANAGER.

The Member as member and as Manager shall have no fiduciary duties toward the Company, including any duty of care or loyalty.

4.10 INDEMNIFICATION OF MANAGER.

The Company shall fully indemnify the Member for any claim against the Member in the Member’s capacity as a member or as a manager.

4.11 ADVANCEMENT OF MANAGER’S LITIGATION EXPENSES.

The Company shall advance litigation expenses to the Member for any claim against the Member in the Member’s capacity as a member or as a Manager.

Article 5 TRANSFERS AND PLEDGES OF COMPANY MEMBERSHIP RIGHTS AND INTERESTS

5.1 TRANSFERS OF MEMBERSHIP RIGHTS - IN GENERAL.

5.2 PLEDGES.

Article 6 COMPANY BOOKS OF ACCOUNTS, REPORTS, ETC.

Article 7 DISSOLUTION.

7.1 DEFINITION OF DISSOLUTION, WINDING UP AND LIQUIDATION.

For purposes of this Agreement:

(d) Dissolution . The dissolution of the Company shall mean the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

(e) Winding Up . The winding up of the Company shall mean the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

(f) Liquidation . The liquidation of the Company shall mean the sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

7.2 DISSOLUTION OF COMPANY.

7.3 FILING OF CERTIFICATE OF DISSOLUTION.

Upon determining to dissolve the Company, the Member shall file a certificate of dissolution with the Secretary of State.

7.4 DATE OF TERMINATION OF LEGAL EXISTENCE OF COMPANY.

The certificate of dissolution shall set forth the effective date of the cancellation of the Company’s Articles. On that date, the legal existence of the Company shall terminate.

7.5 WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS.

Promptly after determining to terminate the legal existence of the Company, the Manager shall wind up its business and internal affairs, shall liquidate it, and shall distribute its assets to the Member and to creditors as required by the Act.

7.6 SATISFACTION OF COMPANY’S KNOWN AND UNKNOWN DEBTS.

In connection with the winding-up of the Company, the Manager shall take all appropriate measures:

(d) To the extent possible under the laws of this State, to bar known and unknown claims against the Company.

Article 8 TERM AND TERMINATION.

The term of this Agreement shall begin on the Effective Date and shall end upon the earlier of:

(d) The date on which the Parties determine to terminate the Agreement.

Article 9 MISCELLANEOUS PROVISIONS.

9.1 ENTIRE AGREEMENT.

9.2 AMENDMENTS.

No amendment of this Agreement or of the Certificate shall be valid unless it is set forth in a writing signed by both parties.

9.3 NOTICES.

All notices under this Agreement shall be in writing. They shall be sent by registered U.S. mail, return receipt requested, to the parties at their respective addresses as stated below:

If to the Company:		OmniSource Limited, LLC
		7575 West Jefferson Blvd.
		Fort Wayne, IN 46804

If to the Member:		OmniSource Corporation
		7575 West Jefferson Blvd.
		Fort Wayne, IN 46804

A party may change the party’s address for purposes of this Article 9.3 at any time upon reasonable notice to the other parties. Notices shall be deemed to have been received when actually received.

9.4 GOVERNING LAW.

This Agreement shall be governed exclusively by the laws of the state of Indiana (exclusive of its laws relating to conflicts of law).

9.5 CAPTIONS.

Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

9.6 INCORPORATION OF ARTICLES, ETC.

The Articles and all exhibits referred to in this Agreement are hereby incorporated in the Agreement and made an integral part of it.

9.7 DEFINITION OF “INCLUDING,” “PERSON,” ETC.

The terms “including” and “includes” shall mean a partial definition. The term “person” shall mean a natural person and any kind of entity.

IN WITNESS of their acceptance of the above terms and conditions, the parties by themselves or by their duly authorized representatives have signed and dated this Agreement as follows:

“Member”	OMNISOURCE CORPORATION


Dated: March 15, 2017	By:	/s/ RICHARD A. POINSATTE
		Richard A. Poinsatte, Vice President

Exhibit 3.15

	PENDING APPROVAL
	CONNIE LAWSON INDIANA SECRETARY OF STATE
	03/16/2017 09:35 AM

ARTICLES OF AMENDMENT

ARTICLE I - NAME AND PRINCIPAL OFFICE ADDRESS

BUSINESS ID		1998050745

BUSINESS TYPE		Domestic Limited Liability Company

BUSINESS NAME		OMNISOURCE, LLC

PRINCIPAL OFFICE ADDRESS		7575 W JEFFERSON BLVD, FORT WAYNE, IN, 46804, USA

DATE AMENDMENT WAS ADOPTED		03/16/2017

EFFECTIVE DATE

EFFECTIVE DATE		03/16/2017

ARTICLE I - BUSINESS NAME CHANGE

DATE OF ADOPTION		03/01/2017

NEW BUSINESS NAME		OmniSource Limited, LLC

SIGNATURE

THE MANNER OF THE ADOPTION OF THE ARTICLES OF BUSINESS AMENDMENT CONSTITUTE FULL LEGAL COMPLIANCE WITH THE PROVISIONS OF THE ACT, AND THE ARTICLES OF ORGANIZATION.

IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY March 16 , 2017.

SIGNATURE	OmniSource Corporation by Richard A. Poinsatte, VP

TITLE	Manager

Exhibit 3.16

OPERATING AGREEMENT FOR

OMNISOURCE, LLC

This Operating Agreement is made and entered into, effective as of the Effective Date, by and between STEEL DYNAMICS COLUMBUS, LLC, as the sole member of OMNISOURCE , LLC, an Indiana limited liability company (the “Company”) and the Company.

Preliminary Statement

The Company existed as OmniSource Corporation, an Indiana corporation, prior to its conversion to OmniSource, LLC, an Indiana limited liability company, effective March 31, 2017. In conjunction with such conversion, Steel Dynamics Columbus, LLC, as sole member of the Company, hereby adopts this Operating Agreement of the Company.

In consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound thereby, the undersigned parties agree to the following terms and conditions.

Article 1

PRELIMINARY PROVISIONS

1.1 EFFECTIVE DATE OF AGREEMENT; ENFORCEABILITY.

The effective date of this Agreement (the “Effective Date”) shall be March 31, 2017.

1.2 COMPANY’S NAME, PURPOSE, ETC.

1.3 PRINCIPAL PLACE OF BUSINESS OF COMPANY.

1.4 RESERVATION OF MANAGEMENT OF COMPANY TO BOARD OF MANAGERS.

The management of the Company is reserved to a Board of Managers.

1.5 LIMITED LIABILITY OF MEMBER.

(a) The Member shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member.

(b) The Member shall be liable for its conduct in its individual capacity as provided by law.

1.6 ADMISSION OF ADDITIONAL MEMBERS.

Whether additional members shall be admitted as members of the Company shall be in the sole discretion of the Member.

1.7 AMENDMENT OF AGREEMENT IF COMPANY HAS MULTIPLE MEMBERS.

1.8 ANNUAL ACCOUNTING PERIOD OF COMPANY.

The Company’s annual accounting period for financial and tax purposes shall be the calendar year.

1.9 COMPANY METHOD OF ACCOUNTING.

The Company shall use the accrual method of accounting, consistent with the accounting method used by the Member.

1.10 EFFECT OF ACT.

Except as otherwise provided in this Agreement or by law, the business and internal affairs of the Company shall be governed by the Act as in effect on the Effective Date.

1.11 RELATION OF AGREEMENT TO ARTICLES.

If there is any conflict between the provisions of this Agreement and those of the Articles, the provisions of this Agreement shall prevail.

1.12 QUALIFICATION IN OTHER JURISDICTIONS.

Article 2

CAPITAL CONTRIBUTIONS AND LOAN

2.1 CONTRIBUTIONS OF CASH AND NON-CASH PROPERTY.

The capital contribution to the Company made by the Member is as reflected on the books and records of the Company.

2.2 NO DUTY TO MAKE ADDITIONAL CONTRIBUTIONS.

The Member may, but shall have no duty to, make additional contributions to the Company.

2.3 LOANS BY MEMBER TO COMPANY.

The Member may, in its sole discretion, make loans to the Company in amounts and upon terms determined by the Member.

Article 3

ALLOCATIONS AND DISTRIBUTIONS OF COMPANY PROFITS

3.1 ALLOCATIONS OF PROFITS AND LOSSES AND ALLOCATIONS OF DISTRIBUTIONS.

3.2 DECISIONS CONCERNING ALLOCATIONS, ETC.

It shall be within the sole and exclusive discretion of the Member to decide:

(a) Whether to make allocations of Company profits and losses to the Member;

(b) Whether to make allocations of distributions of profits and other assets to the Member;

(d) When and in what amounts to make any such allocation or distribution;

PROVIDED, that the Company shall make no such distribution to the extent that, immediately after the distribution, the Company’s liabilities would exceed its assets.

Article 4

COMPANY MANAGEMENT

4.1 BOARD OF MANAGERS.

(a) The Company shall be managed by a Board of Managers, (sometimes hereinafter referred to as the “Board”) consisting of two (2) individuals who shall have and exercise all the rights, powers and duties of “Managers” in accordance with the Act, subject to the restrictions imposed by law, the Articles of Organization, or this Agreement. The Member shall appoint each of the members of the Board of Managers (individually a “Manager,” collectively the “Managers”). As of the date of this Agreement, the Board of Managers consists of the following Managers: Theresa E. Wagler and Russell B. Rinn.

(b) Each Manager is to serve until the earlier of his or her death, resignation or removal. A Manager may be removed at any time only by the Member. The Member shall have the exclusive right to appoint a successor. Any Manager may resign at any time by delivering his or her written resignation to the Member.

4.2 AUTHORITY OF THE BOARD OF MANAGERS.

(a) The Board of Managers has all power and authority to manage, and direct the management of, the business and affairs of the Company, both ordinary and extraordinary.

(b) The Board will act only as a body, and no Manager will have any power to bind the Company or authorize any action, except as a part of the Board.

(c) The Board of Managers may delegate to officers, other employees, professional managers and agents of the Company the authority to conduct the business of the Company in the ordinary course in accordance with this Agreement and any policy of delegation, which may be adopted and revised from time to time by the Board of Managers.

4.3 ACTIONS BY THE BOARD OF MANAGERS. Wherever approval by or authorization of the Board is required by this Agreement or by the Act, such approval or authorization shall consist of a majority vote of the Board.

4.4 MEETINGS OF THE BOARD OF MANAGERS.

(a) Board Meetings; Regular and Special Meetings.

(1) Regular Meetings . Regular meetings of the Board of Managers are to be held at such times and places as may be fixed upon reasonable notice by the Board of Managers.

(2) Special Meetings . Special meetings of the Board may be called by any Manager. Notice of the time and place of a special meeting of the Board is effective if delivered to each member of the Board by hand, telephone, electronic mail or recognized overnight delivery service at least 48 hours (two (2) days) prior to the time of such special meeting. Notices of special meetings of the Board shall identify the purpose of the special meeting. Notice of adjournment of a meeting and the time and place of the adjourned meeting shall be given to all members of the Board, unless such time and place were announced at the meeting at which the adjournment was taken.

(b) Location of Board Meetings; Participation by Telephone. Board meetings may be held at any location, within or without the United States, as shall be specified in the notice of such meeting. Members may participate in a meeting of the Board by means of telephone conference or similar communications equipment by means of which all members participating in the meeting can hear each other (collectively “Remote Participation” ), and such participation in a meeting is presence in person at the meeting.

(c) Waiver of Notice of Meeting. Whenever notice of a Board meeting is required to be given under this Agreement, a written waiver of notice, signed by the Manager entitled to notice, whether before or after the time of the meeting, is equivalent to notice. A Manager’s attendance at a meeting, whether in person or by Remote Participation, is a waiver of notice of that meeting unless the member at the beginning of the meeting (or promptly upon the member’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

(d) Voting. Each Manager shall be entitled to one vote.

(e) Action of the Board of Managers Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a meeting if one or more proposed written consents, setting forth the action so taken or to be taken, (i) is sent to all of the Managers, (ii) is signed by all Managers, and (iii) is delivered to the Secretary to be included in the Company’s permanent records. Unless the written consent specifies that it is effective as of an earlier or later date, action taken under this Section 4.4(e) will be effective when all Managers have been provided a copy of the proposed written consent, and the Managers required to approve the action have signed the proposed written consent or counterpart thereof. The written consent (which may be signed in one or more counterparts) of the Board of Managers on any matter under this Section 4.4(e) has the same force and effect as if that matter were voted upon at a duly called and constituted meeting of the Board of Managers and may be described as such in any document or instrument.

4.5 OFFICERS OF THE COMPANY.

(a) The Company may have such officers as are appointed, from time to time, by the Board of Managers.

(b) Each officer is to hold office until his or her successor is appointed or elected or until his or her earlier death, resignation or removal. The Board of Managers may remove an officer at any time. Any officer may resign at any time by delivering his or her written resignation to the Board.

(c) The officers have the authority, responsibilities and duties as the Board may delegate, from time to time, to the officers. From time to time, the Board may establish, increase, reduce or otherwise modify responsibilities for the officers or may create or eliminate offices, as the Board considers appropriate. The same person may hold any number of offices.

The initial Officers are set forth on the attached Exhibit A.

4.6 INDEMNIFICATION.

and whether formal or informal, by reason of the fact that it is or was a Member or an Officer of the Company against expenses (including attorneys’ fees), judgments, settlements, penalties and fines actually or reasonably incurred in accordance with such action, suit or proceeding, if such Member or Officer acted in good faith and in a manner reasonably believed by such Member or Officer to have been, in the case of conduct taken as a Member or Officer, in the best interest of the Company and in all other cases, not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, such Member or Officer had reasonable cause to believe such conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo-contendere or its equivalent, shall not, of itself, create a presumption that the Member or Officer did not meet the prescribed standard of conduct.

The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled. The right of any person to indemnification under this Section 4.6 shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to above and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these provisions.

Article 5

TRANSFERS AND PLEDGES OF COMPANY MEMBERSHIP RIGHTS AND INTERESTS

5.1 TRANSFERS OF MEMBERSHIP RIGHTS - IN GENERAL.

5.2 PLEDGES.

Article 6

COMPANY BOOKS OF ACCOUNTS, REPORTS, ETC.

Article 7

DISSOLUTION.

7.1 DEFINITION OF DISSOLUTION, WINDING UP AND LIQUIDATION.

For purposes of this Agreement:

(a) Dissolution . The dissolution of the Company shall mean the cessation of its normal business activities and the beginning of the process of winding it up and liquidating it.

(b) Winding Up . The winding up of the Company shall mean the process of concluding its existing business activities and internal affairs and preparing for its liquidation.

7.2 DISSOLUTION OF COMPANY.

7.3 FILING OF CERTIFICATE OF DISSOLUTION.

Upon determining to dissolve the Company, the Member shall file a certificate of dissolution with the Secretary of State.

7.4 DATE OF TERMINATION OF LEGAL EXISTENCE OF COMPANY.

The certificate of dissolution shall set forth the effective date of the cancellation of the Company’s Articles. On that date, the legal existence of the Company shall terminate.

7.5 WINDING UP AND LIQUIDATION OF COMPANY; DISTRIBUTION OF COMPANY ASSETS.

7.6 COMPLIANCE WITH LAW; SATISFACTION OF COMPANY’S KNOWN AND UNKNOWN DEBTS.

In connection with the winding-up of the Company:

(a) the Member shall take all appropriate measures to comply with applicable federal and state tax laws and other laws relating to entity dissolutions; and

(b) the Member shall take all reasonable measures under the laws of this State to dispose of (and, to the extent reasonable, to bar) known and unknown claims against the Company.

Article 8

TERM AND TERMINATION.

The term of this Agreement shall begin on the Effective Date and shall end upon the earlier of:

(a) The date on which the Company ceases to exist under this Agreement or under other applicable law; and

(b) The date on which the parties determine to terminate the Agreement.

Article 9

MISCELLANEOUS PROVISIONS.

9.1 ENTIRE AGREEMENT.

9.2 AMENDMENTS.

No amendment of this Agreement or of the Certificate shall be valid unless it is set forth in a writing signed by both parties.

9.3 NOTICES.

All notices under this Agreement shall be in writing. They shall be sent by registered U.S. mail, return receipt requested, to the parties at their respective addresses as stated below:

If to the Company:		OmniSource , LLC
		7575 West Jefferson Blvd.
		Fort Wayne, IN 46804

If to the Member:		Steel Dynamics Columbus, LLC
		7575 West Jefferson Blvd.
		Fort Wayne, IN 46804

9.4 GOVERNING LAW.

This Agreement shall be governed exclusively by the laws of the State of Indiana (exclusive of its laws relating to conflicts of law).

9.5 CAPTIONS.

Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

9.6 INCORPORATION OF ARTICLES, ETC.

The Articles and all exhibits referred to in this Agreement are hereby incorporated in the Agreement and made an integral part of it.

9.7 DEFINITION OF “INCLUDING,” “PERSON,” ETC.

The terms “including” and “includes” shall mean a partial definition. The term “person” shall mean a natural person and any kind of entity.

IN WITNESS of their acceptance of the above terms and conditions, the parties by themselves or by their duly authorized representatives have signed and dated this Agreement as follows:

“Member”	STEEL DYNAMICS COLUMBUS, LLC


Dated: March 31, 2017	By:	/s/ RICHARD A. POINSATTE
		Richard A. Poinsatte, Vice President


“Company”	OMNISOURCE , LLC

	By:	STEEL DYNAMICS COLUMBUS, LLC,sole member


Dated: March 31, 2017		By:	/s/ RICHARD A. POINSATTE
			Richard A. Poinsatte, Vice President

EXHIBIT “A”

Russell B. Rinn - President & Chief Operating Officer

Thomas E. Tuschman - Executive Vice President

Jason Redden - Executive Vice President

Rich Brady - Executive Vice President, Southeast Operations

Theresa E. Wagler - VP, Secretary & Principal Acctg Officer

Richard A. Poinsatte - Vice President & Assistant Secretary

Matthew Peters - Assistant Secretary

Denny Luma - Vice President, Superior Aluminum Alloys

Scott Gibble - Executive Vice President, Midwest Operations

Mike Hausfeld - Vice President, Finance

Exhibit 3.38

SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT

STEEL DYNAMICS COLUMBUS, LLC

This SECOND AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) is entered into effective the 30 th day of December, 2016 (the “ Effective Date ”), by and between STEEL DYNAMICS ENTERPRISES, INC., an Indiana corporation (“ SDE ”), and STEEL DYNAMICS COLUMBUS, LLC, a Delaware limited liability company (the “ Company ”).

EXPLANATORY STATEMENT

COMPANY (previously known as SEVERSTAL COLUMBUS, LLC) and SEVERSTAL COLUMBUS HOLDINGS, LLC, a Delaware limited liability company (“ Severstal Holdings ”), were parties to a Limited Liability Company Agreement of the Company, dated effective the 30 th day of September, 2005 (the “ Original Agreement ”).

STEEL DYNAMICS, INC. (“ SDI ”) acquired all of Severstal Holdings’ membership interests in the Company, effective as of September 16, 2014. SDI determined it would be in the best interests of the Company to amend its name to be STEEL DYNAMICS COLUMBUS, LLC, to amend and restate the Original Agreement, and to operate the Company in accordance with the terms of and conditions set forth in an Amended and Restated Limited Liability Company Agreement effective as of September 16, 2014 (“ Amended Agreement ”). Severstal Holdings approved of the Amended Agreement and the admission of SDI as a member of the Company.

Effective as of the Effective Date, SDI contributed all of the issued and outstanding Membership Interests in the Company to its wholly owned subsidiary, SDE. SDE has determined it would be in the best interests of the Company to amend and restate the Amended Agreement, and to operate the Company in accordance with the terms of and conditions set forth in this Agreement.

NOW, THEREFORE, the terms and conditions under which the limited liability company is to be organized and operated are as follows:

SECTION I

DEFINED TERMS

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

“ Act ” means the Delaware Limited Liability Company Act, as amended from time to time.

“ Agreement ” means this Agreement, as amended from time to time.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“ Company ” means STEEL DYNAMICS COLUMBUS, LLC, a Delaware limited liability company, formerly known as SEVERSTAL COLUMBUS, LLC.

“ Interest ” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“ Involuntary Withdrawal ” means, with respect to any Member, the occurrence of any of the following events:

(i) the making of an assignment for the benefit of creditors;

(ii) the filing of a voluntary petition of bankruptcy;

(iii) the adjudication as a bankrupt or insolvent or the entry against any member of an order for relief in any bankruptcy or insolvency proceeding;

(iv) the filing of a petition or answer seeking for any Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(v) the seeking, consenting to, or acquiescence in the appointment of a trustee for, receiver for, or liquidation of any Member or of all or any substantial part of such Member’s properties;

(vi) the filing of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against any Member in any proceeding described in Subsections (i) through (v);

(vii) any proceeding against any Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, continues for one hundred twenty (120) days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for any Member or all or any substantial part of such Member’s properties without such Member’s agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated; or

(viii) the death or adjudication by a court of competent jurisdiction as incompetent of any Member who is an individual to manage such Member’s person or property.

“ Manager ” means the Person who has the right and authority to manage the affairs and make all decisions of the Company.

“ Member ” means the Person signing this Agreement and any Person who subsequently is admitted as a member of the Company, and following the death of any Member, any Successor to the Interests of such Member.

“ Member Action ” means authorization by the Members owning more than fifty percent (50%) of the Company Interests.

“ Membership Rights ” means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) right to vote on matters coming before the Company as provided in this Agreement.

“ Person ” means and includes an individual, corporation, partnership, association, limited liability company, trustee, estate, or other entity.

“ Profit ” and “ Loss ” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

“ Successor ” means any Person(s) to whom all or any part of an Interest is transferred either because of (i) the death of the last remaining Member who is an individual, and the Person(s) is the decedent’s personal representative(s), who, effective as of the date of death of such Member and within ninety (90) days following the death of such Member, agrees in writing to continue the business of the Company and to the admission of the personal representative(s) or the personal representative’s nominee or designee to the Company as a Member, or (ii) an assignment of any Member’s Interest due to such Member’s Involuntary Withdrawal.

“ Transfer ” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

“ Withdrawal ” means a Member’s dissociation from the Company by any means.

SECTION II

FORMATION, NAME, OFFICE, PURPOSE & TERM

2.1. Organization . The Company was organized pursuant to the Act upon the filing of Certificate of Formation with the Delaware Secretary of State on August 10, 2005, which Certificate was amended upon the filing of a Certificate of Amendment with the Delaware Secretary of State on December 30 th , 2008 to amend its name to Severstal Columbus, LLC.

2.2. NAME OF COMPANY . The name of the Company is “STEEL DYNAMICS COLUMBUS, LLC.” The Company may do business under that name and under any other name or names upon which the Members, by Member Action, may determine. If the Company does business under a name other than that set forth in its Certificate of Formation, then the Company shall file an assumed business certificate as required by law.

2.3. PURPOSE . Company is organized to have all of the powers permitted by the Act, as amended from time to time.

2.4. PRINCIPAL OFFICE . The principal office of the Company shall be located at 1945 Airport Road, Columbus, Mississippi 39701, or at any other place which the Manager, may determine.

2.5. RESIDENT AGENT . The name and address of the Company’s resident agent in the State of Delaware shall be Resident Agent Services, Inc., 1679 S. Dupont Hwy., Suite 100, Dover, Delaware 19901.

2.6. MEMBERS . The name and present mailing address of the sole Member is Steel Dynamics Enterprises, Inc., 7575 West Jefferson Blvd,, Fort Wayne, Indiana 46804.

SECTION III

MEMBERS, CAPITAL & CAPITAL ACCOUNTS

3.1. NO OTHER CAPITAL CONTRIBUTIONS REQUIRED . No Member shall be required to contribute any capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.

3.2. LOANS . Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

SECTION IV

PROFIT, LOSS & DISTRIBUTIONS

4.1. DISTRIBUTIONS . Net income for each taxable year of the Company shall be distributed to the Members at the discretion of the Manager.

4.2. ALLOCATION OF PROFIT OR LOSS . All Profit or Loss shall be allocated to the Member.

4.3. LIQUIDATION & DISSOLUTION . If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

SECTION V

Management; Rights and Duties of Member

5.1. Management in General. The business and affairs of the Company shall be managed under the direction and control of a manager (the “Manager”), who need not be a Member. The Manager initially shall be the Member. All powers of the Company shall be exercised by or under the authority of the Manager. Decisions of the Manager within the Manager’s scope of authority shall be binding upon the Company and the Member.

5.2. Decisions of Member. The following decisions shall be reserved to the Member:

(a) the designation, appointment, election, removal or replacement of the Manager;

(b) the merger or consolidation of the Company with any other entity;

(d) the winding up or dissolution of the Company; and

(d) any other decision reserved for the Member in this Agreement or the Act.

5.3. No Duty to Record Decisions, Etc. The Manager shall have no duty to record in writing or otherwise any decision made, and the Manager’s failure to make any such record shall not impair the validity of any such decision.

5.4. Officers. The Manager may designate, appoint, and assign titles to (including, without limitation, the titles of President, Vice-President, Secretary and Treasurer) individuals, who need not be members of the Company, who shall serve at the pleasure of the Manager, to exercise the authority of the Manager within limits prescribed by the Manager from time to time (the “Officers”). The initial Officers are set forth on the attached Exhibit A.

SECTION VI

TRANSFER OF INTERESTS & WITHDRAWALS OF MEMBERS

6.1. TRANSFERS . Any Member may Transfer all, or any portion of, or such Member’s interest or rights in, such Member’s Membership Rights to one or more Successors. Any other Transfer of all or any portion of a Member’s interest or rights in such Member’s Membership Rights shall require the unanimous written consent of the other Members.

6.2. TRANSFERS TO SUCCESSOR . In the event of any Transfer of all or any part of a Member’s Interest to a Successor, Successor shall thereupon become a Member and the Company shall be continued.

6.3. WITHDRAWAL OF MEMBER . No Member shall have any right to withdraw from the Company without the consent of all other Members.

SECTION VII

DISSOLUTION, LIQUIDATION & TERMINATION OF THE COMPANY

7.1. EVENTS OF DISSOLUTION . Except as required under the Act, the Company shall be dissolved upon the written agreement of all Members to dissolve the Company.

7.2. PROCEDURES FOR WINDING UP & DISSOLUTION . If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the Persons who are the Members of the Company in proportion to their Interests.

7.3. FILING OF ARTICLES OF DISSOLUTION . If the Company is dissolved, Articles of Dissolution shall be promptly filed with the Delaware Secretary of State. If there are no remaining Members, the Articles shall be filed by the last Person to be a Member; if there are no remaining Members, or a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Member.

SECTION VIII

INDEMNIFICATION

8.l. RIGHT TO INDEMNIFICATION . Subject to the limitations and conditions as provided in this Section VIII, each natural person, partnership, limited liability company, trust, estate, association, corporation custodian, nominee or any other individual or entity in its own or any representative capacity (“Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Member, manager, director or officer or, in each case, a representative thereof, shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each a “Loss”), unless (in the case of a director or officer) such Loss shall have been the result of gross negligence, fraud or intentional misconduct by such Person, in which case such indemnification shall not cover such Loss to the extent resulting from such gross negligence, fraud or intentional misconduct Indemnification under this Section VIII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section VIII shall be deemed contract rights, and no amendment, modification or repeal of this Section VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals; inquiries or investigations arising prior to any amendment, modification or repeal. Notwithstanding anything in this Section 8.1 to the contrary, the indemnification provided by this Section 8.1 shall only apply to Proceedings brought by third party claimants against such Member, director or officer and not Proceedings brought by the Company against such Member; director or officer.

Section 8.2 ADVANCE PAYMENT . The right to indemnification conferred in this Section VIII shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred by a Person (other

than a director or officer of the Company or any of its Subsidiaries thereof in respect of claims by the Company or any of its Subsidiaries thereof against such director or officer in such director’s or officer’s capacity as such) entitled to be indemnified under Section 8.1 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Section VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section VIII or otherwise.

8.3 . INDEMNIFICATION OF EMPLOYEES AND AGENTS . The Company, at the direction of the Member, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to a Member, manager, director or officer under Sections 8.1 and 8.2.

8.4. APPEARANCE AS A WITNESS . Notwithstanding any other provision of this Section VIII, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by a Member, manager, director, officer, employee or agent of the Company in connection with such Person’s appearance as a witness or other participation in a Proceeding at a time when such Person is not a named defendant or respondent in the Proceeding.

8.5. NONEXCLUSIVITY OF RIGHTS . The right to indemnification and the advancement and payment of expenses conferred in this Section VIII shall not be exclusive of any other right that a Member, director, officer or other Person indemnified pursuant to this Section VIII may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

8.6. INSURANCE . The Company shall obtain and maintain, at its expense, insurance to protect the Member, directors and officers and employees and agents of the Company from any expense, liability or loss arising out of or in connection with such Person’s status and actions as a Member, manager, director, officer, employee or agent. In addition, the Company may, without further approval, but is not obligated to, purchase and maintain insurance, at its expense, to protect itself and any other Member, manager, director or officer, or employee or agent of the Company who is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Section VIII.

8.7. SAVINGS CLAUSE . If this Section VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Section VIII as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the full extent permitted by any applicable portion of this Section VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

8.8. LIMITATION ON BENEFITS. Notwithstanding the above, any Person having the benefit of this Section VIII prior to September 16, 2014, shall continue to have the benefit of this Section VIII for a period continuing through September 16, 2020, but not thereafter.

SECTION IX

SERVICES BY MANAGERS

No Manager shall receive a regular salary or fees for services rendered in management or operation of the Company, business or property unless specifically approved by the Members, by Member Action, in a written agreement specifying the nature of the services to be provided and the compensation (including any fringe benefits) to be paid for such services.

SECTION X

GENERAL PROVISIONS

10.1. ASSURANCES . The Manager shall execute, or cause to be executed, all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as they deem appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

10.2. APPLICABLE LAW . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware.

10.3. SECTION TITLES . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

10.4. BINDING PROVISIONS . This Agreement is binding upon, and inures to the benefit of, the Members and their respective heirs, executors, administrators, personal and legal representatives, Successors, and permitted assigns.

10.5. TERMS . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

10.6. SEPARABILITY OF PROVISIONS . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

10.7. ANNUAL ACCOUNTING PERIOD . The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Manager, subject to the requirements and limitations of the Code.

[signature page follows]

IN WITNESS WHEREOF , the Member executed, or caused this Agreement to be executed as of the date set forth hereinabove.

MEMBER

STEEL DYNAMICS ENTERPRISES, INC.


By:	/s/ RICHARD A. POINSATTE
	Richard A. Poinsatte, Vice President


COMPANY


STEEL DYNAMICS COLUMBUS, LLC


By:	STEEL DYNAMICS ENTERPRISES, INC.
	sole member


	By:	/s/ RICHARD A. POINSATTE
		Richard A. Poinsatte, Vice President

EXHIBIT A

Theresa E. Wagler— President and Secretary

Mark D. Millett — Vice President

Richard A. Poinsatte — Vice President & Assistant Secretary

Matthew Peters — Assistant Secretary

Exhibit 3.39

	APPROVED AND FILED
	CONNIE LAWSON
	INDIANA SECRETARY OF STATE
	12/19/2016 10:30 AM

ARTICLES OF INCORPORATION

Formed pursuant to the provisions of the Indiana Business Corporation Law.

ARTICLE I - NAME AND PRINCIPAL OFFICE ADDRESS

BUSINESS ID	201612191171548

BUSINESS TYPE	Domestic For-Profit Corporation

BUSINESS NAME	STEEL DYNAMICS ENTERPRISES, INC.

PRINCIPAL OFFICE ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

ARTICLE II - REGISTERED OFFICE AND ADDRESS

NAME	Theresa E. Wagler

ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

ARTICLE III - PERIOD OF DURATION AND EFFECTIVE DATE

PERIOD OF DURATION	Perpetual

EFFECTIVE DATE	12/19/2016

ARTICLE IV - PRINCIPAL(S)


TITLE	President

NAME	Theresa E Wagler

ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

TITLE	Vice President

NAME	Mark Millett

ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

TITLE	VP & Asst Secretary

NAME	Richard A Poinsatte

ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

TITLE	Asst Secretary

NAME	Matthew Peters

ADDRESS	7575 West Jefferson Blvd., Fort Wayne, IN, 46804, USA

ARTICLE V - INCORPORATOR(S)

NAME	Anne Simerman

ADDRESS	215 East Berry St., Fort Wayne, IN, 46802, USA

ARTICLE VI - GENERAL INFORMATION

AUTHORIZED SHARES

1000

SIGNATURE

THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT.

THE UNDERSIGNED, DESIRING TO FORM A CORPORATION PURSUANT TO THE PROVISIONS OF THE INDIANA BUSINESS CORPORATION LAW AS AMENDED, EXECUTES THESE ARTICLES OF INCORPORATION.

IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY December 19 , 2016

SIGNATURE	Anne Simerman

TITLE	Incorporator

		Business ID : 201612191171548

		Filing No :	7459805

Exhibit 3.40

BY-LAWS OF

STEEL DYNAMICS ENTERPRISES, INC.

ARTICLE I

OFFICES

Section 1.1. Principal Office. The principal office of the Corporation shall be at a place as may be designated by the Board of Directors.

Section 1.2. Other Offices. The Corporation may also have other offices at such places as the Board of Directors may designate or the business of the Corporation may require from time to time.

Section 1.3. Registered Office and Agent. The Corporation shall maintain a Registered Office and Registered Agent as required by the Indiana Business Corporation Law.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at the principal office of the Corporation on the second Tuesday in February of each year at 10 o’clock A.M., local time, if that day is not a legal holiday, but if that day is a legal holiday, then on the next succeeding business day; or it may be held at such other place (either within or without the State of Indiana but which is reasonably convenient for shareholders to attend) and time (not later than the end of the sixth month following the close of the fiscal year) as may be fixed by the Board of Directors and designated in the notice or waiver of notice of the meeting. At the annual meeting, the directors for the ensuing year shall be elected and all such other business as may properly be brought before the meeting shall be transacted. The Secretary of the Corporation shall cause notice of the annual meeting to be given to each shareholder of record of the Corporation entitled to vote either by delivery to the shareholder in person or by depositing in the United States mail, postage prepaid, in an envelope addressed to the shareholder’s address shown in the Corporation’s current record of shareholders, a written or printed notice stating the place, day and hour of the holding of the meeting. Notices shall be delivered personally or mailed no fewer than ten (10) nor more than sixty (60) days before the date of the meeting. If required by any provision of the Indiana Business Corporation Law or by the Articles of Incorporation of the Corporation or if required by the Board of Directors, the notice shall also state the purpose or purposes for which the meeting is called.

Section 2.2. Special Meetings. Special meetings of the shareholders may be held at the principal office of the Corporation or at any other place which is reasonably convenient for shareholders to attend, as may be designated in the notice or waiver of notice of the meeting. Special meetings may be called in writing by the President, the Secretary or the Board of Directors. In addition, special meetings may be called by the holders of at least twenty-five percent (25%) of the outstanding shares of the Corporation entitled to vote upon the business to be transacted at the meeting, if the holders sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. The Secretary of the Corporation shall cause notice of the holding of a special meeting to be given to each shareholder of record of the Corporation entitled to vote upon the business to be transacted at the meeting either by delivery to the shareholder personally or by depositing in the United States mail, postage prepaid, in an envelope addressed to the shareholder’s address shown in the Corporation’s current record of shareholders, a written or printed notice stating the place, day, hour, and purpose or purposes for which such meeting is called. Notices shall be delivered personally or mailed no fewer than ten (10) nor more than sixty (60) days before the date of such meeting. Only business within the purpose or purposes described in the notice of the meeting may be conducted at the meeting, unless all shareholders are present in person or action is taken by written consent pursuant to Section 2.10.

Section 2.3. Address of Shareholder. The address of a shareholder appearing upon the Corporation’s record of shareholders shall be deemed to be the latest address of the shareholder that has been furnished in writing to the Corporation by the shareholder.

Section 2.4. Waiver of Notice. A shareholder may waive notice of any shareholder’s meeting before or after the date and time specified in the notice. The waiver must be in writing and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 2.5. Quorum. At any meeting of the shareholders the holders of a majority of the outstanding shares of the Corporation entitled to vote who are present in person or represented by proxy shall constitute a quorum for the transaction of business. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is set or is required to be set under the Indiana Business Corporation Law or otherwise.

Section 2.6. Voting. Except as the Articles of Incorporation may otherwise state, at each meeting of the shareholders, every shareholder owning shares entitled to vote shall have the right to one (1) vote for each such share standing in his name on the books of the Corporation. The shareholder may vote either in person or by proxy appointed in writing signed by the shareholder or by the shareholder’s duly authorized attorney-in-fact and delivered to the Secretary of the Corporation or other officer or agent authorized to tabulate votes at or before the time of the holding of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided therein.

Only shares which are fully paid and nonassessable may be voted. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(2) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(4) two (2) or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Section 2.7. Shareholder List. After the record date for, and more than five (5) business days before, each shareholders’ meeting, the Secretary of the Corporation shall make, or cause to be made, an alphabetical list of the names of the shareholders entitled to notice of the meeting, arranged by voting group (and within each voting group by class or

series of shares) and showing the address of and the number of shares held by each shareholder. The list shall be available for inspection and copying to the extent provided in the Indiana Business Corporation Law.

Section 2.8. Fixing of Record Date.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, to demand a special meeting, or to take any other action, the Board of Directors may fix in advance a date, not more than seventy (70) days before the date of such meeting or action, as the record date for the determination of shareholders. In the absence of such a determination by the Board of Directors, the date for the determination of shareholders shall be ten (10) days before the date of the meeting or action.

Section 2.9. Order of Business. The order of business at annual meetings and, so far as practicable, at all other meetings of shareholders shall be:

(a) Proof of due notice of meeting.

(b) Ascertainment of quorum.

(d) Reports of officers and committees.

(e) Unfinished business.

(f) New business.

(g) Election of Directors.

(h) Adjournment.

Section 2.10. Shareholder Action by Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all shareholders entitled to vote on the action, and the written consents delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

Section 2.11. Meetings by Telephone or Other Means of Communication. Any or all shareholders may participate in an annual or special shareholders’ meeting by, or through the use of, any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

DIRECTORS

Section 3.1. Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or these by-laws.

Section 3.2. Number. The present number of directors of the Corporation is three (3). The number of directors of the Corporation may be increased or decreased by amendment of this Section 3.2, which amendment shall state the new number of the directors, but no decrease shall shorten the term of an incumbent director. Directors need not be shareholders. Directors shall be elected at each annual meeting of the shareholders or at a special meeting called for that purpose. Subject to termination and removal as permitted by the Indiana Business Corporation Law and the Articles of Incorporation: (i) each director elected at an annual meeting shall be elected to serve for one year and until his successor shall be elected and shall have qualified or until the number of directors is decreased and (ii) each director

elected at a special meeting shall be elected for the period ending with the next annual meeting and until his successor shall be elected and shall have qualified or until the number of directors is decreased.

Section 3.3. Resignation. A director may resign at any time by delivering written notice to the Board of Directors, its Chairman (if any), or the Secretary of the Corporation, and the acceptance of the resignation, unless required by the terms thereof, shall not be necessary to make it effective. It shall be effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.4. Removal of Directors. Unless the Articles of Incorporation provide otherwise, shareholders may remove directors with or without cause. A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director. No director may be removed by directors, either with or without cause.

Section 3.5. Vacancies. If any vacancy occurs on the Board of Directors caused by resignation, removal, death or other incapacity, or an increase in the number of directors, then (a) the Board of Directors may fill the vacancy, or (b) if the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office. The term of a director elected to fill a vacancy expires at the end of the term for which the director’s predecessor was elected.

Section 3.6. Regular Meetings. A regular meeting of the Board of Directors shall be held at the place of (or reasonably near thereto) and promptly following the annual meeting of the shareholders. Other regular meetings may be held at the principal office of the Corporation or at any other place reasonably convenient for directors to attend, at such times and places as the Board of Directors may fix from time to time. No notice shall be required for regular Board meetings.

Section 3.7. Special Meetings. Special meetings of the Board of Directors shall be held at the principal office of the Corporation or at any other place reasonably convenient for directors to attend whenever called by the President of the Corporation or by any member of the Board. At least 48 hours’ notice of the meeting specifying the date, time, place, and purpose thereof shall be given to each director. Notice may be given personally, by written notice deposited in the United States mail, postage prepaid in an envelope addressed to such director, or by telephone, telegraph, teletype, or other form of wire or wireless communication. Notice of the date, time, place, and purpose of the holding of any special meeting may be waived, before or after the date and time stated in the notice, by written notice signed by any director and filed with the minutes or corporate records. A director’s attendance at or participation in any meeting shall constitute a waiver of the notice of the meeting, unless the director at the beginning of the meeting (or promptly upon the director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.8. Conduct of Meetings . The President shall preside at all meetings of the Board of Directors and the Secretary of the Corporation shall act as secretary of the Board, but in their absence the directors may appoint another person to serve.

The order of business at all meetings shall be as follows:

(a) Proof of due notice of the meeting, if notice is required.

(b) Ascertainment of quorum.

(d) Reports of officers.

(e) Reports of committees.

(f) Unfinished business.

(g) New business.

(h) Adjournment.

Section 3.9. Quorum and Voting. A majority of the actual number of directors elected and qualified from time to time shall be necessary to constitute a quorum for the transaction of any business, except as may be provided in Section 3.5 above concerning the filling of vacancies. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is expressly required by the Indiana Business Corporation Law, the Articles of Incorporation, or another provision of these by-laws.

Section 3.10. Assent by Director to Action Taken at a Meeting. A director who is present at a meeting of the Board of Directors or a committee of the Board at which action on any corporate matter is taken is deemed to have assented to the action taken unless:

(1) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting;

(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary of the Corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 3.11. Directors’ or Committee Action by Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if the action is taken by all members of the Board or committee. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the Corporation’s records reflecting the action taken. A written consent is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.

Section 3.12. Meetings by Telephone or Other Communications. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.13. Compensation. Each member of the Board of Directors shall be paid such compensation as shall be fixed by the Board of Directors. This shall not preclude any director from serving in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

Section 4.1. Officers. The officers of the Corporation shall consist of a President and a Secretary, and if desired by the Board of Directors a Treasurer, Assistant Secretary, Assistant Treasurer, and one or more Vice Presidents, all of whom shall be elected annually by the Board of Directors of the Corporation at the first meeting thereof immediately following the annual meeting of the shareholders; and they shall hold office, subject to removal, until their successors are elected and qualified or the office is eliminated. One person may hold more than one office.

Section 4.2. Removal; Resignations. Any officer of the Corporation may be removed by the Board of Directors at any time with or without cause. Removal does not affect the officer’s contract rights, if any, with the Corporation. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. The election or appointment of an officer does not itself create contract rights.

Section 4.3. Compensation. The compensation of the officers of the Corporation shall be fixed by, or as permitted by, the Board of Directors.

Section 4.4. Duties. The duties of the officers shall be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.1. Certificates for Shares. Unless the Articles of Incorporation provide otherwise, all shares of stock of the Corporation shall be represented by a certificate. The certificates shall be in such form not inconsistent with the Articles of Incorporation and the Indiana Business Corporation Law as shall be approved by the Board of Directors. At a minimum, each certificate must state on its face:

(1) The name of the Corporation and that it is organized under the law of the State of Indiana;

(2) The name of the person to whom issued; and

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

Each certificate must be signed by the President and Secretary. Share certificates which have been signed (whether manually or in facsimile) by officers may be used and shall continue to be valid even though any individual whose signature appears on a certificate shall no longer be an officer of the Corporation at the time of the issue of such certificate.

Section 5.2. Registration of Transfer. Registration of transfer of shares and issuance of a new certificate or certificates therefor shall be made only upon surrender to the Corporation and cancellation of a certificate or certificates for a like number of shares, properly endorsed for transfer, accompanied by (a) such assurance as the Corporation may require as to the genuineness and effectiveness of each necessary endorsement, (b) satisfactory evidence of compliance with all laws relating to collection of taxes, and (c) satisfactory evidence of compliance with or removal of any restriction on transfer of which the Corporation may have notice.

Section 5.3. Registered Shareholders. As respects the Corporation, its stock record books shall be conclusive as to the ownership of its shares for all purposes and the Corporation shall not be bound to recognize adverse claims.

Section 5.4. Consideration for Issue of Shares. The shares of the Corporation may be issued by the Corporation from time to time for such an amount of consideration as the Board of Directors determines to be adequate. Shares may be issued to the Corporation’s shareholders without consideration to the extent permitted by the Indiana Business Corporation Law and shares so issued shall be fully paid and nonassessable. Consideration for shares may consist of any tangible or intangible property or benefit to the Corporation, as may be determined by the Board of Directors, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. When payment of the consideration for which any share was authorized to be issued shall have been received by the Corporation, the shares issued therefor shall be fully paid and nonassessable. If the Corporation authorizes the issuance of shares for promissory notes or for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized to be so issued with or before the notice of the next shareholders’ meeting. The Board may (but is not required) to place in escrow shares issued for a contract for future services or benefits or a promissory note or may make other arrangements or conditions or place other restrictions on the transfer of the shares until the services are performed, the note is paid, or the benefits are received. If the services are not performed, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.

ARTICLE VI

INDEMNIFICATION

Section 1. Definitions. For purposes of this Article VI, the following definitions shall apply:

(a) Corporation. The “Corporation” shall include the Corporation and any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(b) Director. “Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. A director is considered to be serving an employee benefit plan at the Corporation’s request if the director’s duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(c) Officer. “Officer” means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. An officer is considered to be serving an employee benefit plan at the Corporation’s request if the officer’s duties to the Corporation also impose duties on, or otherwise involve services by, the officer to the plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(d) Expenses. “Expenses” include counsel fees.

(e) Liability. “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(f) Official Capacity. “Official capacity” means:

(1) when used with respect to a director, the office of director in the Corporation; and

(2) when used with respect to an officer, the office in the Corporation held by the officer. “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not.

(g) Party. “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(h) Proceeding. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Section 2. Mandatory Indemnification. Unless limited by the Articles of Incorporation, the Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the Corporation against reasonable expenses incurred by the director in connection with the proceeding.

Section 3. Other Indemnification.

(a) Without limiting the provisions of Section 2, the Corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(1) the individual’s conduct was in good faith; and

(2) the individual reasonably believed:

(A) in the case of conduct in the individual’s official capacity with the Corporation, that the individual’s conduct was in its best interests; and

(B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and

(3) in the case of any criminal proceeding, the individual either:

(A) had reasonable cause to believe the individual’s conduct was lawful; or

(B) had no reasonable cause to believe the individual’s conduct was unlawful.

(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(d) The Corporation may not indemnify a director under this section:

(1) in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or

(2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(e) Indemnification permitted under this Section in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 4. Advancement of Expenses.

(a) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(1) the director furnishes the Corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct described in Section 3 of this Article;

(2) the director furnishes the Corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article.

(b) The undertaking required by Subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Determinations and authorizations of payments under this Section shall be made in the manner specified in Section 6 of this Article.

Section 5. Application to Court. Unless the Corporation’s Articles of Incorporation provide otherwise, a director of the Corporation who is a party to a proceeding may apply for indemnification to the court conducting the

proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:

(1) the director is entitled to mandatory indemnification under Section 2 of this Article, in which case the court shall also order the Corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification; or

(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 3 of this Article, or was adjudged liable as described in Subsection 3(d)(1), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.

Section 6. Determination and Authorization.

(a) The Corporation may not indemnify a director under Section 3 of this Article unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 3 of this Article.

(b) The determination shall be made by any one (1) of the following procedures:

(1) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding.

(3) By special legal counsel:

(A) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or

(B) if a quorum of the Board of Directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate).

(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under Subsection (b)(3) to select counsel.

Section 7. Indemnification of Officers. Unless the Corporation’s Articles of Incorporation provide otherwise:

(1) an officer of the Corporation, whether or not a director, is entitled to mandatory indemnification under Section 2 of this Article, and to the indemnification under Section 3, and is entitled to apply for court-ordered indemnification under Section 5 of this Article, in each case to the same extent as a director; and

(2) the Corporation may indemnify and advance expenses under this Article to an officer, whether or not a director, to the same extent as to a director.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or

agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability under Sections 2 or 3 of this Article.

Section 9. Miscellaneous.

(a) The indemnification and advance for expenses provided for or authorized by this Article does not exclude any other rights to indemnification and advance for expenses that a person may have under:

(1) the Corporation’s Articles of Incorporation;

(2) a resolution of the Board of Directors or of the shareholders; or

(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.

(b) This Article does not limit the Corporation’s power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person’s appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.

(c) The rights of indemnification herein provided shall be severable, shall continue as to a person who has ceased to serve as a director or officer and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such person.

(d) Subject to the limitations above imposed in this Article, it is intended by this Article to grant indemnification to the full extent permissible under the law. It is not intended, however, that the provisions of this indemnification shall be applicable to, and this Article is not to be construed as granting indemnity with respect to, matters as to which indemnification would be in contravention of the laws of the State of Indiana or the United States of America whether as a matter of public policy or pursuant to any statutory provision.

ARTICLE VII

SEAL

The use of a corporate seal is not required.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE IX

FUNDS

Section 9.1. Depository. The funds of the Corporation shall be deposited in such bank or banks as the President or Treasurer shall deem necessary as appropriate.

Section 9.2. Withdrawal of Funds. The funds of the Corporation may be withdrawn and disbursed by such officers as may be designated by the Board of Directors.

ARTICLE X

RECORDS

Section 10.1. Records.

(a) The Corporation shall keep as permanent records minutes of all meetings of the shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.

(b) The Corporation shall maintain appropriate accounting records.

(c) The Corporation shall maintain a record of the shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) The Corporation shall keep a copy of the following records at its principal office:

(1) The Articles of Incorporation and all amendments to them currently in effect.

(2) The by-laws and all amendments to them currently in effect.

(3) The minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years.

(4) All written communications to shareholders generally within the past three (3) years, including any financial statements furnished for the past three (3) years as required by the Indiana Business Corporation Law.

(5) A list of the names and business addresses of its current directors and officers.

(6) Its most recent annual report delivered to the Secretary of State.

Section 10.2. Shareholder’s Right to Inspect and Copy; Limitations on Use. A shareholder may inspect and copy the Corporation’s records only as permitted by the Indiana Business Corporation Law. The shareholder, the shareholder’s agents and attorneys, and any other person who obtains the information may use and distribute the records and the information only for the purposes and to the extent permitted by the Indiana Business Corporation Law and shall use reasonable care to ensure that the restrictions imposed by that Law are observed.

ARTICLE XI

REPORTS

Section 11.1. Annual Financial Reports to Shareholders.

(a) The Corporation shall furnish the shareholders annual financial statements, which may be consolidated or combined statements of the Corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If the annual financial statements are reported upon by a public accountant, the public accountant’s report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation’s accounting records:

(1) stating the person’s reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) The Corporation shall deliver in person or mail the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who has not received or who was not mailed the statements, the Corporation shall deliver in person or mail the shareholder the latest financial statements.

(d) Nothing in this Article shall be construed to limit or modify any rights or obligations imposed under the Shareholder Agreement.

Section 11.2. Reports to Shareholders of Indemnification.

(a) If a corporation indemnifies or advances expenses to a director under these by-laws or otherwise, in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

(b) If the Corporation authorizes the issuance of shares for promissory notes or for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized to be so issued with or before the notice of the next shareholders’ meeting.

Section 11.3. Reports to Secretary of State. The Secretary of the Corporation shall cause each periodic report to the Secretary of State of Indiana to be filed as required by the Indiana Business Corporation Law.

ARTICLE XII

AMENDMENT

These by-laws may be amended by the Board of Directors, by the affirmative votes of a majority of all members of the Board.

Exhibit 5.1

April 5, 2017

Steel Dynamics, Inc.

7575 West Jefferson Blvd.

Fort Wayne, IN 46804

Re: Steel Dynamics, Inc. — Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Steel Dynamics, Inc., an Indiana corporation (the “Company” ), and the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors” ), in connection with the proposed registration on a Registration Statement on Form S-4 (the “Registration Statement” ) under the Securities Act of 1933, as amended, of (i) $400,000,000 principal amount of 5.000% Senior Notes due 2026 (the “Notes” ) of the Company, to be issued in exchange for the Company’s outstanding 5.000% Senior Notes due 2026 (the “Old Notes” ) pursuant to an indenture dated as of December 6, 2016 (the “Indenture” ), among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee” ), and (ii) the guarantee of each of the Guarantors executed and delivered pursuant to the Indentures (individually a “ Guarantee ,” and collectively, the “Guarantees” ). The issuance of the Notes in exchange for the Old Notes is collectively referred to herein as the “Exchange Offer” .

In our capacity as such counsel, we have reviewed the Indentures and forms of the Notes. We have also reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies. We have relied, as to the matters set forth therein, on certificates of public officials. As to certain matters of fact material to this opinion letter, we have relied, without independent verification, upon certificates of the Company and the Guarantors.

Based upon and subject to the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. When the Notes have been duly executed by the Company, authenticated by the Trustee, and issued and delivered in the Exchange Offer in accordance with the terms of each respective Indenture, such Notes will be legally issued by the Company and will constitute the valid and legally binding obligations of the Company, enforceable against the Company under the laws of the State of New York in accordance with their terms, subject to bankruptcy, insolvency, reorganization, preference, receivership, moratorium, fraudulent conveyance and similar laws relating to or affecting the enforcement of creditors’ rights generally and to the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought.

2. When the Notes have been duly executed by the Company and the Guarantees duly executed by the Guarantors, and the Notes have been authenticated by the Trustee and issued and delivered in the Exchange Offer in accordance with the terms of each respective Indenture, each Guarantee will constitute the valid and legally binding obligation of its respective Guarantor, enforceable against such Guarantor under the laws of the State of New York in accordance with its terms, subject to bankruptcy, insolvency, reorganization, preference, receivership, moratorium, fraudulent conveyance and similar laws relating to or affecting the enforcement of creditors’ rights generally and to the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought.

This opinion letter is limited in all respects to the federal laws of the United States, the internal laws of the State of New York, the State of Indiana, the State of Michigan and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

This opinion letter is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur, in each case, subsequent to the effectiveness of the Registration Statement, which could affect the opinions contained herein. This opinion letter is being rendered for the benefit of the Company and the Guarantors in connection with the matters addressed herein.

We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to this firm as having passed on the validity of the Notes and the Guarantees under the caption “Legal Matter” in the Registration Statement. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

	Very truly yours,

	BARRETT MCNAGNY LLP

	/s/ Barrett McNagny LLP

SCHEDULE I — GUARANTORS

Name		State of Organization

Jackson Iron & Metal Company, Inc.		MI
Marshall Steel, Inc.		DE
New Millennium Building Systems, LLC		IN
OmniSource, LLC (f/k/a OmniSource Corporation)		IN
OmniSource Limited, LLC (f/k/a OmniSource, LLC)		IN
OmniSource Southeast, LLC		DE
OmniSource Transport, LLC		IN
Roanoke Electric Steel Corporation		IN
Steel Dynamics Sales North America, Inc.		IN
Steel Dynamics Columbus, LLC		DE
Steel Dynamics Enterprises, Inc.		IN
Steel of West Virginia, Inc.		DE
Steel Ventures, Inc.		DE
Superior Aluminum Alloys, LLC		IN
SWVA, Inc.		DE
The Techs Industries, Inc.		DE

EXHIBIT 12.1

STEEL DYNAMICS, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(DOLLARS IN THOUSANDS)

	2016 (1)			2015			2014 (3)			2013			2012
Interest expense, including amortization of debt issuance costs	$	146,037		$	153,950		$	137,263		$	127,728		$	158,585
Capitalized interest	2,497			457			2,471			4,592			1,394
Fixed charges (a)	148,534			154,407			139,734			132,320			159,979

Income before taxes and before adjustment for
noncontrolling interests	564,133			(242,117		)	164,803			262,830			204,066
Amortization of capitalized interest	6,793			7,194			7,194			6,832			6,778
Less capitalized interest	(2,497		)	(457		)	(2,471		)	(4,592		)	(1,394		)
Adjusted earnings (losses) (b)	$	716,963		$	(80,973	)	$	309,260		$	397,390		$	369,429
Ratio of earnings (losses) to fixed charges (b) / (a)	4.83x			Note(2)			2.21x			3.00x			2.31x
Earnings shortfall (2)				$	(235,382	)

Exhibit 21.1

STEEL DYNAMICS, INC

LIST OF SUBSIDIARIES

	State of Incorporation or Organization	Percent of Capital Stock/Equity Units Owned by Steel Dynamics, Inc.	Names Under which Business is Conducted
Jackson Iron & Metal Company, Inc.	Michigan	100%	OmniSource Michigan Division
Mesabi Nugget Delaware, LLC	Delaware	83%
New Millennium Building Systems, LLC	Indiana	100%
OmniSource, LLC (f/k/a OmniSource Corporation)	Indiana	100%	OmniSource Media Division OmniSource South OmniSource -Michigan OmniSource (Indiana)
OmniSource Southeast, LLC	Delaware	100%
Roanoke Electric Steel Corporation	Indiana	100%	Steel Dynamics Roanoke - Bar Division
Steel Dynamics Columbus, LLC	Delaware	100%
Steel Dynamics Enterprises, Inc.	Indiana	100%
Steel Dynamics Sales North America, Inc.	Indiana	100%
Steel of West Virginia, Inc.	Delaware	100%
STLD Holdings, Inc.	Indiana	100%
The Techs Industries, Inc.	Delaware	100%	The Techs The Techs a Division of Steel Dynamics, Inc.
Vulcan Threaded Products, Inc.	Alabama	100%

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Steel Dynamics, Inc. for the registration of $400.0 million of 5.000% Senior Notes due 2026 and to the incorporation by reference therein of our reports dated February 28, 2017, with respect to the consolidated financial statements of Steel Dynamics, Inc., and the effectiveness of internal control over financial reporting of Steel Dynamics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Indianapolis, Indiana

April 5, 2017

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association		94-1347393
(Jurisdiction of incorporation of		(I.R.S. Employer
organization if not a U.S. national		Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17 th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

STEEL DYNAMICS, INC.

(Exact name of obligor as specified in its charter)

Indiana		35-1929476
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

7575 West Jefferson Blvd.
Fort Wayne, Indiana		46804
(Address of principal executive offices)		(Postal code)

5.000% Senior Notes due 2026 and

Guarantees of 5.000% Senior Notes due 2026

(Title of the indenture securities)

GUARANTORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Jackson Iron & Metal Company, Inc.	Michigan	38-2604041	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Marshall Steel, Inc.	Delaware	62-1527726	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
New Millennium Building Systems, LLC	Indiana	35-2083989	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
OmniSource, LLC (f/k/a OmniSource Corporation)	Indiana	35-0809317	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
OmniSource Limited, LLC (f/k/a OmniSource, LLC)	Indiana	35-2046863	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
OmniSource Southeast, LLC	Delaware	56-2256626	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
OmniSource Transport, LLC	Indiana	35-2084965	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Roanoke Electric Steel Corporation	Indiana	20-3663442	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Steel Dynamics Sales North America, Inc.	Indiana	32-0042039	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Steel Dynamics Columbus, LLC	Delaware	20-3297920	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Steel Dynamics Enterprises, Inc.	Indiana	81-4743772	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Steel of West Virginia, Inc.	Delaware	55-0684304	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Steel Ventures, Inc.	Delaware	55-0740037	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
Superior Aluminum Alloys, LLC	Indiana	35-2007173	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
SWVA, Inc.	Delaware	55-0621605	7575 West Jefferson Blvd., Fort Wayne Indiana 46804
The Techs Industries, Inc.	Delaware	20-0540361	7575 West Jefferson Blvd., Fort Wayne Indiana 46804

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.		A copy of the Articles of Association of the trustee as now in effect.*

Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*

Exhibit 3.		A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

Exhibit 4.		Copy of By-laws of the trustee as now in effect.*

Exhibit 5.		Not applicable.

Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.		Not applicable.

Exhibit 9.		Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 5 th day of April, 2017.

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	/s/ Yana Kislenko
	Yana Kislenko
	Vice President

EXHIBIT 6

April 5, 2017

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

	Very truly yours,

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	/s/ Yana Kislenko
	Yana Kislenko
	Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2016, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	19,607
Interest-bearing balances		200,504
Securities:
Held-to-maturity securities		99,478
Available-for-sale securities		286,478
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		77
Securities purchased under agreements to resell		22,705
Loans and lease financing receivables:
Loans and leases held for sale		19,947
Loans and leases, net of unearned income	924,819
LESS: Allowance for loan and lease losses	10,502
Loans and leases, net of unearned income and allowance		914,317
Trading Assets		36,745
Premises and fixed assets (including capitalized leases)		7,745
Other real estate owned		915
Investments in unconsolidated subsidiaries and associated companies		11,334
Direct and indirect investments in real estate ventures		233
Intangible assets
Goodwill		22,695
Other intangible assets		17,298
Other assets		67,157

Total assets		$	1,727,235

LIABILITIES
Deposits:
In domestic offices		$	1,218,766
Noninterest-bearing	407,266
Interest-bearing	811,500
In foreign offices, Edge and Agreement subsidiaries, and IBFs		120,624
Noninterest-bearing	1,115
Interest-bearing	119,509
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		6,444
Securities sold under agreements to repurchase		9,562

	Dollar Amounts
	In Millions
Trading liabilities	13,951
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	159,898
Subordinated notes and debentures	13,200
Other liabilities	29,006

Total liabilities	$	1,571,451

EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	106,705
Retained earnings	49,373
Accumulated other comprehensive income	(1,220		)
Other equity capital components	0

Total bank equity capital	155,377
Noncontrolling (minority) interests in consolidated subsidiaries	407

Total equity capital	155,784

Total liabilities, and equity capital	$	1,727,235

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

		John R. Shrewsberry
		Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Directors
James Quigley
Enrique Hernandez, Jr
Cynthia Milligan

EXHIBIT 99.1

LETTER OF TRANSMITTAL

to Exchange All of the Outstanding
5.000% Senior Notes Due 2026
(Rule 144A CUSIP No. 858119BE9*)
(Regulation S CUSIP No. U85795AP4*)

FOR

5.000% Senior Notes Due 2026
Registered Under the Securities Act
(CUSIP No. 858119BF6*)

STEEL DYNAMICS, INC.

THE EXCHANGE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2017 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY STEEL DYNAMICS, INC.

Wells Fargo Bank, National Association

Regular Mail or Air Courier:		Registered or Certified Mail:
Wells Fargo Bank , N.A.		Wells Fargo Bank, N.A.
Corporate Trust Operations		Corporate Trust Operations
MAC N9300-070		MAC N9300-070
600 South Fourth Street, 7th Fl.		P.O. Box 1517
Minneapolis, MN 55479		Minneapolis, MN 55480-1517

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges receipt of the Prospectus dated , 2017 (the “Prospectus”) of Steel Dynamics, Inc. (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange”) to exchange each $1,000 in principal amount of its 5.000% Senior Notes due 2026 that have been registered under the Securities Act, as amended (the “Registered Notes”) for each $1,000 in principal amount of outstanding of 5.000% Senior Notes due 2026 (the “Old Notes”). The terms of the Registered Notes, referred to in the prospectus as the Exchange Notes, are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange, except that the Registered Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act, as amended (the “Securities Act”).

* If any Old Note or Registered Note contains a CUSIP number, no representation is made as to the correctness of such numbers either as printed on such Old Note or Registered Note or as contained in this Letter of Transmittal and the holder should rely only on the other identification numbers printed on such Old Note or Registered Note.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES

Name(s) and Addresses of Registered Holder(s)	Certificate Number(s)	Aggregate Principal Amount Represented By Old Notes*	Principal Amount Tendered**

		$	$

		$	$

		$	$

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2.

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange—Procedures for Tendering.” Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to 5:00 p.m. New York City time on the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange—Procedures for Tendering.”

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

	Name of Tendering Institution(s)

	The Depository Trust Company Account Number

	Transaction Code Number

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

	Name of Registered Holder(s)

	Name of Eligible Institution that Guaranteed Delivery

	Date of Execution of Notice of Guaranteed Delivery

	If Delivered by Book-
	Entry Transfer:
	Account Number

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

	Name

	Address

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as result of market-making activities or other trading activities (other than Old Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. Upon the terms and subject to the conditions of the Exchange, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered Notes, and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, as amended (the “Securities Act”), of the Company.

3. The undersigned also acknowledges that the Exchange is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaging in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange-—Procedures for Tendering Old Notes—Withdrawal Rights.” See Instruction 9.

5. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this letter below, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue Exchange Notes and/or Old Notes to:

	Name(s)*
		(Please type or print)

	Name(s)*
		(Please type or print)

	Address:

* (Such person(s) must properly complete a Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY)

Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter below or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this letter above.

Mail Exchange Notes and/or Old Notes to:

	Name(s)*
		(Please type or print)

	Name(s)*
		(Please type or print)

	Address:

* (Such person(s) must properly complete a Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)


X

X

X
	Signature(s) of Owner	Date

Area Code and Telephone Number

If a holder is tendering any Old Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

	Name(s):


	Capacity:


	Address:

SIGNATURE GUARANTEE
(if required by Instruction 3)

	Signature(s) Guaranteed by
	an Eligible Institution:
		(Authorized Signature)


	(Title)


	(Name and Firm)

INSTRUCTIONS

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange — Procedures for Tendering Old Notes - Book-Entry Interests.” Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $2,000 or any integral multiple of $1,000 in excess thereof.

Noteholders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange — Procedures for Tendering - Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, must be received by the Exchange Agent within three trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

See “The Exchange” section in the Prospectus.

2. Partial Tenders.

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. Signatures on this Letter, Bond Powers and Endorsements, Guarantee of Signatures.

If this Letter is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any

untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter has not been completed.

4. Special Issuance and Delivery Instructions.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Form W-9, a Form W-8BEN, a Form W-8ECI, or a Form W-8IMY. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Notes not exchanged will be returned to the name and address of the person signing this Letter.

5. Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange. If, however, Registered Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

6. Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8. Mutilated, Lost, Stolen or Destroyed Old Notes.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. Withdrawal of Tenders.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange (including the instructions of this Letter) will be final and binding on all parties. None of the Company, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal of tenders, or incur any liability for failure to give any such notification.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT TAX INFORMATION

Each prospective holder of Registered Notes should complete the attached Form W-9. Under current federal income tax law, a holder of Registered Notes is required to provide the correct taxpayer identification number (“TIN”) on Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered Notes. If a holder of Registered Notes is an individual, the TIN is such holder’s social security number. If the correct taxpayer identification number is not provided, a holder of Registered Notes may be subject to a $50 penalty imposed by the Internal Revenue Service.

Certain holders of Registered Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered Notes should indicate their exempt status on Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions.

If backup withholding applies to the holder of Registered Notes or other payee, the appropriate backup holding amount of the “reportable payment” must be withheld. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied.

Purpose of Form W-9

To prevent backup withholding with respect to any payments received in respect of the Registered Notes, each prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions should provide the Exchange Agent with either: (i) such prospective holder’s correct TIN by completing the form below, certifying that the TIN provided on Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident alien), and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

The prospective holder of Registered Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered Notes. If the Registered Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional guidance regarding which number to report.

requester. Do not certain entities, not individuals; see Exempt payee code (if any) code (if any) TIN on page 3. or Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Here General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Sign Signature of Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number – Part II Certification Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the send to the IRS. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: Individual/sole proprietor orC CorporationS CorporationPartnershipTrust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Other (see instructions) 4 Exemptions (codes apply only to instructions on page 3): Exemption from FATCA reporting (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a Social security number – –

Form W-9 (Rev. 12-2014) Page 2 Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014) Page 3 Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.” Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4

Page 4 Form W-9 (Rev. 12-2014) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2. *Note. Grantor also must provide a Form W-9 to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. For this type of account: b. legal or valid trust under state law The owner Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. For this type of account: 7. individual 8. 9. status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax-exempt organization 11. Partnership or multi-member LLC 12. A broker or registered nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B)) 1List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) So-called trust account that is not a 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The individual The actual owner of the account or, if combined funds, the first individual on the account 1 2 The minor 1 The grantor-trustee The actual owner 1 3 The grantor* Give name and EIN of: Disregarded entity not owned by an A valid trust, estate, or pension trust Corporation or LLC electing corporate The owner 4 Legal entity The corporation The organization The partnership The broker or nominee The public entity The trust

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

Steel Dynamics, Inc.

Offer to Exchange All of the Outstanding
5.000% Senior Notes Due 2026
(Rule 144A CUSIP No. 858119BE9*)
(Regulation S CUSIP No. U85795AP4*)

FOR

5.000% Senior Notes Due 2026
Registered Under the Securities Act
(CUSIP No. 858119BF6*)

This form or one substantially equivalent hereto must be used by registered holders of outstanding 5.000% Senior Notes due 2026 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 5.000% Senior Notes due 2026 that have been registered under the Securities Act (the “Registered Notes”) pursuant to the Exchange described in the Prospectus dated , 2017 (the “Prospectus”) if the holder’s Old Notes are not immediately available or if such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to Wells Fargo Bank, National Association (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on , 2017. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange - Procedures for Tendering—Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Agent for the Exchange is:

Wells Fargo Bank, National Association

Regular Mail or Air Courier:		Registered or Certified Mail:
Wells Fargo Bank , N.A.		Wells Fargo Bank, N.A.
Corporate Trust Operations		Corporate Trust Operations
MAC N9300-070		MAC N9300-070
600 South Fourth Street, 7th Fl.		P.O. Box 1517
Minneapolis, MN 55479		Minneapolis, MN 55480-1517

By Facsimile Transmission:

(612) 667-6282

Telephone: (800) 344-5128

Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

* If any Old Note or Registered Note contains a CUSIP number, no representation is made as to the correctness of such numbers either as printed on such Old Note or Registered Note or as contained in this Notice of Guaranteed Delivery and the holder should rely only on the other identification numbers printed on such Old Note or Registered Note.

Ladies and Gentlemen:

The undersigned hereby tenders to Steel Dynamics, Inc. (the “Company”) the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged.

DESCRIPTION OF SECURITIES TENDERED

PLEASE SIGN HERE


X

X

X
	Signature(s) of Owner	Date

Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

	Name(s):


	Capacity:


	Address:

o The Depository Trust Company

(Check if Old Notes will be tendered by book-entry transfer)


	Account Number:

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
		(Authorized Signature)

Address:		Title:


		Name:
	(Zip Code)		(Please type or print)


		Date:
Area Code and Telephone Number

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Each broker-dealer that receives Exchange Notes for its own account pursuant to this Exchange must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of this Exchange (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the Exchange with respect to Old Notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”