CLEVELAND, Feb. 9, 2017 /PRNewswire/ -- Cliffs Natural
Resources Inc. (NYSE: CLF) today announced the pricing of its
underwritten public offering of its common shares ("Common
Shares"). Cliffs agreed to sell 55,000,000 Common Shares at a
public offering price of $10.75 per
share (the "Offering"). Gross proceeds to Cliffs from this Offering
are $591,250,000 before underwriter
discounts and commissions and other expenses. In connection with
this Offering, Cliffs has granted the underwriter for the Offering
a 30-day option to purchase up to an additional 8,250,000 Common
Shares.
The Company intends to use a portion of the net proceeds
received from the Offering to fund the purchase of certain of its
outstanding senior notes due March
2020, October 2020 and
April 2021 pursuant to tender offers,
including fees and expenses related to the tender offers. The
Company intends to use the remaining net proceeds of this Offering
for general corporate purposes, including the redemption of a
portion of its outstanding senior secured notes.
Goldman, Sachs & Co. is acting as the sole underwriter for
the Offering.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission (the "SEC") and
is effective. The Offering will be made only by means of a
prospectus supplement and an accompanying prospectus. A copy of the
final prospectus and the accompanying prospectus related to the
Offering may be obtained for free by visiting the SEC's website at
www.sec.gov. Alternatively, copies may be obtained by contacting
Goldman, Sachs & Co., Prospectus Department, 200 West Street,
New York, NY 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com.
This press release does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
securities, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
About Cliffs Natural Resources Inc.
Cliffs Natural Resources Inc. is a leading mining and natural
resources company. Founded in 1847, Cliffs Natural Resources Inc.
is recognized as the largest and oldest independent iron ore mining
company in the United States. The
Company is a major supplier of iron ore pellets to the North
American steel industry from its mines and pellet plants located in
Michigan and Minnesota. Cliffs also operates an iron ore
mining complex in Western
Australia. Driven by the core values of safety, social,
environmental and capital stewardship, Cliffs' employees endeavor
to provide all stakeholders operating and financial
transparency.
Forward-Looking Statements
This release contains
statements that constitute "forward-looking statements" within the
meaning of the federal securities laws. As a general matter,
forward-looking statements relate to anticipated trends and
expectations rather than historical matters. Forward-looking
statements are subject to uncertainties and factors relating to
Cliffs' operations and business environment that are difficult to
predict and may be beyond our control. Such uncertainties and
factors may cause actual results to differ materially from those
expressed or implied by the forward-looking statements. These
statements speak only as of the date of this release, and we
undertake no ongoing obligation, other than that imposed by law, to
update these statements. Uncertainties and risk factors that
could affect Cliffs' future performance and cause results to differ
from the forward-looking statements in this release include, but
are not limited to: uncertainty and weaknesses in global economic
conditions, including downward pressure on prices caused by
oversupply or imported products, the impact of any reduced barriers
to trade, the outcomes of recently filed and forthcoming trade
cases, reduced market demand and any change to the economic growth
rate in China; continued
volatility of iron ore and steel prices and other trends, including
the supply approach of the major iron ore producers, affecting our
financial condition, results of operations or future prospects,
specifically the impact of price-adjustment factors on our sales
contracts; our level of indebtedness could limit cash flow
available to fund working capital, capital expenditures,
acquisitions and other general corporate purposes or ongoing needs
of our business; availability of capital and our ability to
maintain adequate liquidity; our ability to successfully conclude
the Companies' Creditors Arrangement Act (Canada) process in a manner that minimizes
cash outflows and associated liabilities; the impact of our
customers reducing their steel production due to increased market
share of steel produced using other methods or lighter-weight steel
alternatives; uncertainty relating to restructurings in the steel
industry and/or affecting the steel industry; the outcome of any
contractual disputes with our customers, joint venture partners or
significant energy, material or service providers or any other
litigation or arbitration; the ability of our customers and joint
venture partners to meet their obligations to us on a timely basis
or at all; problems or uncertainties with productivity, tons mined,
transportation, mine-closure obligations, environmental
liabilities, employee-benefit costs and other risks of the mining
industry; our ability to reach agreement with our customers
regarding any modifications to sales contract provisions, renewals
or new arrangements; our actual levels of capital spending; our
ability to successfully diversify our product mix and add new
customers beyond our traditional blast furnace clientele; our
actual economic iron ore reserves or reductions in current mineral
estimates, including whether any mineralized material qualifies as
a reserve; our ability to cost-effectively achieve planned
production rates or levels; our ability to successfully identify
and consummate any strategic investments or development projects;
changes in sales volume or mix; events or circumstances that could
impair or adversely impact the viability of a mine and the carrying
value of associated assets, as well as any resulting impairment
charges; our ability to maintain appropriate relations with unions
and employees; impacts of existing and increasing governmental
regulation and related costs and liabilities, including failure to
receive or maintain required operating and environmental permits,
approvals, modifications or other authorization of, or from, any
governmental or regulatory entity and costs related to implementing
improvements to ensure compliance with regulatory changes;
uncertainties associated with natural disasters, weather
conditions, unanticipated geological conditions, supply or price of
energy, equipment failures and other unexpected events; adverse
changes in currency values, currency exchange rates, interest rates
and tax laws; risks related to international operations; and the
potential existence of significant deficiencies or material
weakness in our internal control over financial reporting. For
additional factors affecting the business of Cliffs, refer to Part
I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the
year ended December 31, 2016. You are
urged to carefully consider these risk factors.
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SOURCE Cliffs Natural Resources Inc.