CLEVELAND, March 10, 2017 /PRNewswire/ -- Cliffs
Natural Resources Inc. (NYSE: CLF) is pleased to announce
that its previously announced tender offers to purchase (each offer
a "Tender Offer" and collectively, the "Tender Offers") for cash
certain series of senior notes listed in the table below
(collectively, the "Securities") have been oversubscribed.
Cliffs also announced that it has increased the Maximum Payment
Amount from up to $250.0 million
in aggregate purchase price to up to $500.0
million in aggregate purchase price and has extended the
Expiration Time for the Tender Offers from midnight, New York City time, at the end of the day on
March 9, 2017, to midnight,
New York City time, at the end of
the day on March 23, 2017, unless
further extended or terminated by the Company.
According to information received from Global Bondholder
Services Corporation, the Information Agent and Depositary for the
Tender Offers, as of midnight, New York
City time, the end of the day on March 9, 2017, a total of approximately
$400.9 million in aggregate principal
amount of Securities had been tendered and not withdrawn. The
following table sets forth the details of the total aggregate
principal amount of each series of the Securities validly tendered
and not validly withdrawn:
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Acceptance
Priority Level
|
Principal Amount
Tendered
|
5.90% Senior Notes
due
2020
|
18683K AA9
|
$225,643,000
|
1
|
$134,202,000
|
4.80% Senior Notes
due
2020
|
18683K AB7
|
$236,830,000
|
2
|
$105,354,000
|
4.875% Senior
Notes
due 2021
|
18683K AD3
|
$309,437,000
|
3
|
$161,298,000
|
Based on the amended Maximum Payment Amount of $500.0 million, the Company will accept for
purchase today all of the 5.90% Senior Notes due 2020 and the
4.80% Senior Notes due 2020 (together, the "2020 Notes") that were
validly tendered on or before midnight, New York City time, at the end of the day on
March 9, 2017. Subject to the
Acceptance Priority Levels and the amended Maximum Payment Amount,
the Company will accept other tendered Securities, including any
additional 2020 Notes tendered after the original Expiration Time
and any tendered 4.875% Senior Notes due 2021, promptly following
the new Expiration Time.
The Company is not extending withdrawal rights in connection
with the extension of the Expiration Time and the increase in the
Maximum Payment Amount. Holders of Securities who validly tender or
have tendered their Securities may not withdraw their Securities,
except as otherwise described in the Tender Offer Materials.
The Tender Offers are being made pursuant to the Offer to
Purchase dated February 9, 2017
(together with the related Letter of Transmittal dated February 9, 2017, and as amended by this press
release, the "Tender Offer Materials"), which set forth a more
detailed description of the Tender Offers. Holders of the
Securities are urged to carefully read the Tender Offer Materials
before making any decision with respect to the Tender Offers.
The Company has retained BofA Merrill Lynch and Credit Suisse
Securities (USA) LLC to serve as
Dealer Managers for the Tender Offers. Global Bondholder Services
Corporation has been retained to serve as the Information Agent and
Depositary for the Tender Offers. Questions regarding the Tender
Offers may be directed to BofA Merrill Lynch at 214 North Tryon
Street, Charlotte, North Carolina
28255, Attn: Debt Advisory, (888) 292-0070 (toll-free), (980)
388-3646 (collect). Tender Offer Materials may be obtained by
calling Global Bondholder Services Corporation at (866) 470-4300
(toll-free) or (212) 430-3774 (collect for banks and brokers) or by
visiting www.gbsc-usa.com/cliffs.
The Company is making the Tender Offers only by, and pursuant
to, the terms of the Tender Offer Materials. None of the Company,
the Dealer Managers, the Information Agent and the Depositary make
any recommendation as to whether holders of the Securities should
tender or refrain from tendering their Securities. Holders of the
Securities must make their own decision as to whether to tender
Securities and, if so, the principal amount of the Securities to
tender. The Tender Offers are not being made to holders of
the Securities in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Tender Offers to be made by a licensed broker or dealer, the
Tender Offers will be deemed to be made on behalf of the Company by
the Dealer Managers or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
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; the
potential existence of significant deficiencies or material
weakness in our internal control over financial reporting; and our
ability to satisfy the Financing Condition and successfully
complete the Tender Offers. 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.