GERDAU S.A. FORM SC TO-I/A. (Amended tender offer statement by Issuer) Filed 11/19/13

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1 GERDAU S.A. FORM SC TO-I/A (Amended tender offer statement by Issuer) Filed 11/19/13 Telephone CIK Symbol GGB SIC Code Steel Works, Blast Furnaces and Rolling and Finishing Mills Industry Steel Sector Basic Materials Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE TO (Rule 13e4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 3) GERDAU S.A. (Name of Subject Company (Issuer)) GERDAU S.A. GERDAU AMERISTEEL CORPORATION GERDAU MACSTEEL INC. (Filing Person (Offeror)) Options to Purchase Preferred Shares, no par value per share, represented by American Depository Shares Stock Appreciation Rights (SARs) with respect to Preferred Shares, no par value per share, represented by American Depositary Shares (Title of Class of Securities) Transaction valuation* (CUSIP Number of Class of Securities) (American Depositary Shares underlying Options and SARs) Gerdau Long Steel North America Attention: Santiago Gil 4221 W. Boy Scout Blvd., Suite 600 Tampa, Florida (813) (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) with copies to Hill, Ward & Henderson, P.A. Attention: David S. Felman 101 E. Kennedy Blvd., Suite 3700 Tampa, Florida (813) Calculation of Filing Fee Amount of filing fee** $26,741,643 $3, * Estimated solely for purposes of determining the filing fee. The Calculation of the Transaction Valuation assumes that all outstanding (i) stock options to purchase Preferred Shares represented by American Depository Shares and (ii) stock appreciation rights with respect to Preferred Shares represented by American Depository Shares that are eligible for exchange in the offer will be exchanged pursuant to the offer. These stock options and SARs cover an aggregate of 8,557,306 American Depository Shares and have an aggregate value of $26,741,643 as of September 20, 2013, calculated using a trinomial pricing model. ** The amount of filing fee, calculated in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2014, issued August 30, 2013, equals $ per $1,000,000 of aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose. Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $3, Form or Registration No.: Schedule TO Filing Party: Gerdau S.A., Gerdau Ameristeel Corporation, Gerdau Macsteel, Inc. Date Filed: October 21, 2013 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: If applicable, check the appropriate box(es) below to designate the appropriate rules provision(s) relied upon:

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

4 EXPLANATORY NOTE This Amendment No. 3 (this Amendment No. 3 ) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Gerdau S.A. (the Issuer ), Gerdau Ameristeel Corporation ( Ameristeel ), and Gerdau Macsteel, Inc. ( Macsteel, and collectively with Gerdau S.A. and Ameristeel, the Filing Persons ) with the Securities and Exchange Commission on October 21, 2013, as previously amended on October 30, 2013 and November 12, 2013 (as previously amended, the Schedule TO-I ). Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 amends and restates only the items and exhibits to the Schedule TO-I that are being amended and restated, and unaffected items and exhibits are not included herein. The Schedule TO-I and this Amendment No. 3 relate to a one-time stock option and stock appreciation rights ( SARs ) exchange program pursuant to which the Filing Persons are offering certain current and former employees of Ameristeel and Macsteel the opportunity to exchange certain stock options and SARs relating to an aggregate of 8,679,346 ADSs of the Issuer, which were granted under equity incentive plans. ITEM 12. EXHIBITS. The Exhibit Index included in this Amendment No. 3 is incorporated herein by reference.

5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GERDAU S.A. By: /s/ Expedito Luz Name: Expedito Luz Title: Secretary GERDAU AMERISTEEL CORPORATION By: /s/ Robert P. Wallace Name: Robert P. Wallace Title: Assistant Secretary GERDAU MACSTEEL, INC. By: /s/ Robert P. Wallace Name: Robert P. Wallace Title: Assistant Secretary Date: November 19, 2013

6 INDEX OF EXHIBITS Exhibit Number (a)(1)(i)* (a)(1)(ii) (a)(1)(iii) (a)(1)(iv) (a)(1)(v) (a)(1)(vi)* (a)(1)(vii)* (a)(1)(viii)* (a)(1)(ix)* (a)(1)(x)* (a)(1)(xi)* (a)(1)(xii)* Description Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (active employees in the United States), restricted stock (active employees in Canada), or American Depository Shares (retirees), dated October 21, Form of communication to employees, dated October 8, Previously filed as Exhibit 99.1 to Schedule TO-C on October 8, Form of PowerPoint presentation used in employee webinar. Previously filed as Exhibit 99.1 to Schedule TO-C on October 10, Form of updated PowerPoint presentation used in employee webinar. Previously filed as Exhibit 99.1 to Schedule TO-C on October 15, Form of communication to employees dated October 17, 2013, transmitting certain documents relating to the Exchange Offer. Previously filed as Exhibit 99.1 to Schedule TO-C on October 17, Form of communication to employees dated October 21, 2013, transmitting Exchange Offer documentation. Form of individual conversion statement transmitted to active employees in the United States. Form of individual conversion statement transmitted to active employees in Canada. Form of individual conversion statement transmitted to retirees. Amended and Restated Instructions to election process (Offer to Exchange), with screenshots, transmitted to employees. Amended and Restated Form of acceptance / re-election. Amended and Restated Form of withdrawal. (a)(1)(xiii)* Supplement to Offer to Exchange, dated November 12, (a)(1)(xiv)* Form of communication to employees dated November 12, 2013, transmitting certain supplemented and amended Exchange Offer documentation.

7 (a)(1)(xv) Forms of reminder communication to employees dated November 19, (a)(2) (a)(3) (a)(4) (b) Not applicable Not applicable Not applicable Not applicable (d)(1) Gerdau North America Equity Incentive Plan, as amended and restated on September 19, Incorporated by reference to Exhibit 4.4 and 4.7 to the Issuer s Report on Form 6-K filed on October 15, (d)(2)* (d)(3)* (d)(4)* (d)(5) (d)(6)* (d)(7)* (d)(8)* (d)(9) (d)(10)* Form of RSU Award Agreement of Ameristeel/Macsteel under the Gerdau North America Equity Incentive Plan, as amended and restated, to be used in the Exchange Offer (Active Employees in the United States). Form of Restricted Stock Award Agreement of Ameristeel/Macsteel under the Gerdau North America Equity Incentive Plan, as amended and restated, to be used in the Exchange Offer (Active Employees in Canada). Form of ADS Agreement of Ameristeel/Macsteel under the Gerdau North America Equity Incentive Plan, as amended and restated, to be used in the Exchange Offer (Former Employees). Gerdau Long Steel North America Equity Incentive Plan of Ameristeel, f/k/a Gerdau S.A. Long-Term Incentive Plan. Incorporated by reference to Exhibit 4.6 of the Issuer s Report on Form 6-K filed on October 7, Form of Stock Option Certificate under the Gerdau S.A. Long-Term Incentive Plan. Form of Stock Appreciation Rights Agreement under the Gerdau S.A. Long-Term Incentive Plan. Form of SAR Award Agreement under the Gerdau Long Steel North America Equity Incentive Plan of Ameristeel, f/k/a Gerdau S.A. Long-Term Incentive Plan. Gerdau Special Steel North America Equity Incentive Plan of Macsteel. Incorporated by reference to Exhibit 4.3 to the Issuer s Registration Statement on Form S-8 (File No ) filed with the Securities and Exchange Commission on January 26, Form of SAR Award Agreement under the Gerdau Special Steel North America Equity Incentive Plan of Macsteel

8 (g) (h) Not applicable Not applicable * Previously filed as exhibits to Schedule TO-I.

9 Exhibit (a)(1)(xv) #1 : US and Canadian Participants No election made to-date To participants in the Gerdau exchange offer, This is a reminder that today is the last day to make an election to exchange all of your stock options and/or Stock Appreciation Rights (SARs) for Restricted Stock Units (active employees in the United States) or Restricted Stock (active employees in Canada). The election and withdrawal period will expire at 4:00 p.m. Eastern Time. As of the close of business on Monday, November 18 you have made no election. If this is not what you intended please verify your election online by making sure that you have no unaccepted Restricted Stock Unit (RSUs) or Restricted Stock awards. In some cases employees have accepted related instructions, but did not accept or decline the new Restricted Stock Unit or Restricted Stock awards which confirms your election. For additional support in making your election online, or to verify your election, please call Fidelity at either (employees residing in the United States) or (employees residing in Canada). When you call, please verify that you are speaking to a phone representative in the Stock Plan Services group. If an election to exchange is not made by 4:00 p.m. Eastern Time today then, by default, your awards will remain unchanged and will not be exchanged for RSUs or Restricted Stock awards. All elections made by such time will be deemed final. To accept or decline the offer, you may do one of the following: Log onto your Fidelity Account at go to the Stock Plan section of the site and accept or decline the terms and conditions of the RSUs or Restricted Stock offered as part of the exchange. or Complete and sign the relevant form attached and return by fax ((813) Attn: Aneta Booth) or ( aneta.booth@gerdau.com ). Note that elections that are received after the deadline will not be accepted; as such, if you have not yet made your election as of today, we recommend that you do not submit your election form by mail.

10 Participants who Elect to Exchange: If you have exercised SARs or stock options during the election period, the number of RSUs (US participants) or Restricted Stock awards (Canada participants) you receive will be adjusted accordingly and your post-exercise SARs and stock options will be cancelled. Participants who Decline the Exchange Offer or make No Election: If you either decline the exchange offer or do not make an election, all of your current SARs and stock options will remain unchanged.

11 #2: United States and Canadian Participants who have elected to exchange To participants in the Gerdau exchange offer, This is a confirmation that, as of the close of business on Monday, November 18, you have elected to exchange your current SARs and stock options for RSUs pursuant to the terms of the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or ADSs (Retirees), as amended and supplemented. If this is not what you intended please verify your election online. Today is the last day to make any changes to your election to exchange all of your stock options and/or Stock Appreciation Rights (SARs) for Restricted Stock Units (RSUs) or Restricted Stock awards. The election and withdrawal period will expire at 4:00 p.m. Eastern Time today. For additional support in making your election online, or to verify your election, please call Fidelity at either (employees residing in the United States) or (employees residing in Canada). When you call, please verify that you are speaking to a phone representative in the Stock Plan Services group. All elections made by 4:00 p.m. Eastern Time today will be deemed final. If you wish to make a change to your election please complete and sign the relevant form attached and return by fax ((813) Attn: Aneta Booth) or ( aneta.booth@gerdau.com ). Note that forms that are received after the deadline will not be accepted; as such, if you wish to withdraw from the exchange offer and have not yet communicated this wish as of today, we recommend that you do not submit your withdrawal form by mail. Participants who Elect to Exchange: If you have exercised SARs or stock options during the election period, the number of RSUs or Restricted Stock awards you receive will be adjusted accordingly and your post-exercise SARs and stock options will be cancelled. Participants who Decline (Withdraw from) the Exchange Offer: If you decline (withdraw from) the exchange offer, all of your current SARs and stock options will remain unchanged.

12 #3: United States and Canadian Participants who have elected not to exchange To participants in the Gerdau exchange offer, This is a confirmation that, as of the close of business on Monday, November 18, you have elected not to exchange your current SARs and stock options for RSUs pursuant to the terms of the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for Restricted Stock Units (Active Employees in the United States), Restricted Stock (Active Employees in Canada) or ADSs (Retirees), as amended and supplemented. If this is not what you intended please verify your election online. Today is the last day to make any changes to your election to exchange all of your stock options and/or Stock Appreciation Rights (SARs) for Restricted Stock Units (RSUs) or Restricted Stock awards. The election and withdrawal period will expire at 4:00 p.m. Eastern Time today. For additional support in making your election online, or to verify your election, please call Fidelity at either (employees residing in the United States) or (employees residing in Canada). When you call, please verify that you are speaking to a phone representative in the Stock Plan Services group. All elections made by 4:00 p.m. Eastern Time today will be deemed final. If you wish to make a change to your election please complete and sign the relevant form attached and return by fax ((813) Attn: Aneta Booth) or ( aneta.booth@gerdau.com ). Note that forms that are received after the deadline will not be accepted; as such, if you wish to accept the exchange offer and have not yet communicated this wish as of today, we recommend that you do not submit your acceptance form by mail. Participants who Elect to Exchange: If you have exercised SARs or stock options during the election period, the number of RSUs or Restricted Stock awards you receive will be adjusted accordingly and your post-exercise SARs and stock options will be cancelled. Participants who Decline the Exchange Offer: If you decline the exchange offer, all of your current SARs and stock options will remain unchanged.

HATTERAS CORE ALTERNATIVES FUND, L.P.

HATTERAS CORE ALTERNATIVES FUND, L.P. FORM SC TO-I/A (Amended tender offer statement by Issuer) Filed 10/28/14 Address 8510 COLONNADE CENTER DRIVE SUITE 150 RALEIGH, NC, 27615 Telephone (919) 846-2324