Cliffs Natural Resources Inc. (NYSE:CLF) announced today
the commencement of a tender offer to purchase (the “Tender
Offer”), subject to certain terms and conditions, any and all of
its outstanding 8.250% Senior Secured Notes due 2020 (the "Notes"),
at the price set forth below.
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on August 4, 2017 (the "Expiration Time"), unless
extended or earlier terminated by the Company. The Tender Offer is
being made pursuant to an Offer to Purchase and related Letter of
Transmittal and Notice of Guaranteed Delivery, each dated July 31,
2017 (together, the "Tender Offer Materials"), which set forth a
more detailed description of the terms and conditions of the Tender
Offer. Holders of the Notes are urged to carefully read the Tender
Offer Materials before making any decision with respect to the
Tender Offer.
The following table sets forth certain terms of the Tender
Offer:
Title of Security
CUSIP Number & ISIN
Principal Amount Outstanding Tender Offer
Consideration(1)(2) 8.250% Senior Secured Notes due 2020
144A:
CUSIP: 18683KAH4
ISIN: US18683KAH41
$504,400,000 $1,123.75
REG S:
CUSIP: U18618AB1
ISIN: USU18618AB14
(1)
Excludes accrued and unpaid interest up to, but not including, the
Settlement Date, which will be paid in addition to the Tender Offer
Consideration. (2) Per $1,000 principal amount of Notes validly
tendered and accepted.
Subject to the terms and conditions of the Tender Offer, holders
of the Notes who validly tender and do not subsequently validly
withdraw their Notes, or deliver a properly completed and duly
executed Notice of Guaranteed Delivery, prior to the Expiration
Time will be eligible to receive the tender offer consideration
payable for each $1,000 principal amount of Notes specified in the
table above (the “Tender Offer Consideration”).
The Company will purchase any Notes that are validly tendered
and not validly withdrawn prior to the Expiration Time, subject to
the satisfaction and waiver of all conditions to the Tender Offer,
promptly following the Expiration Time (the “Settlement Date”). The
Company will purchase any Notes with respect to which a properly
completed and duly executed Notice of Guaranteed Delivery has been
delivered by the Expiration Time (to the extent that such Notes are
not delivered prior to the Expiration Time), subject to the
satisfaction or waiver of all conditions to the Tender Offer,
promptly following the Expiration Time (the “Guaranteed Delivery
Settlement Date”). The Settlement Date is currently expected to be
on August 7, 2017 and the Guaranteed Delivery Settlement Date is
currently expected to be on August 9, 2017, assuming all conditions
to the Tender Offer have been satisfied or waived. Holders whose
Notes are accepted for purchase will also receive accrued and
unpaid interest up to, but not including, the Settlement Date. For
the avoidance of doubt, accrued interest will cease to accrue on
the Settlement Date for all Notes accepted in the Tender Offer,
including those tendered by the guaranteed delivery procedures set
forth in the Tender Offer Materials.
The obligation of the Company to accept for purchase and to pay
the Tender Offer Consideration and the accrued and unpaid interest
on the tendered Notes pursuant to the Tender Offer is not subject
to any minimum tender condition, but is subject the satisfaction or
waiver of certain conditions described in the Tender Offer
Materials, including the consummation of one or more debt financing
transactions in an aggregate amount that is sufficient to pay,
along with cash on hand, the aggregate Tender Offer Consideration,
including payment of accrued and unpaid interest with respect to
all Notes and related costs and expenses (regardless of the amount
of Notes tendered pursuant to the Tender Offer) on terms and
conditions acceptable to the Company, in its sole discretion (the
“Financing Condition”). The Tender Offer may be amended, extended,
terminated or withdrawn.
The Company presently intends to redeem any Notes that remain
outstanding after consummation of the Tender Offer. This statement
of intent shall not constitute a notice of redemption under the
indenture governing the Notes.
The Company has retained Credit Suisse Securities (USA) LLC to
serve as Dealer Manager for the Tender Offer. Global Bondholder
Services Corporation has been retained to serve as the Information
Agent and Depositary for the Tender Offer. Questions regarding the
Tender Offer may be directed to Credit Suisse Securities (USA) LLC
at 11 Madison Avenue, New York, New York 10010, Attn: Liability
Management Group, (800) 820-1653 (toll-free), (212) 538-1862
(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 Offer only by, and pursuant to,
the terms of the Tender Offer Materials. None of the Company, the
Dealer Manager, the Information Agent, the Trustee with respect to
the Notes or the Depositary makes any recommendation as to whether
holders of the Notes should tender or refrain from tendering their
Notes. Holders of the Notes must make their own decision as to
whether to tender Notes and, if so, the principal amount of the
Notes to tender. The Tender Offer is not being made to holders of
the Notes 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 Offer to be
made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of the Company by the Dealer Manager 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, we are recognized as the
largest and oldest independent iron ore mining company in the
United States. We are a major supplier of iron ore pellets to the
North American steel industry from our mines and pellet plants
located in Michigan and Minnesota. Additionally, we operate an iron
ore mining complex in Western Australia. By 2020, we expect to be
the sole producer of hot briquetted iron (“HBI”) in the Great Lakes
region with the development of our first production plant in
Toledo, Ohio. Driven by the core values of safety, social,
environmental and capital stewardship, our employees endeavor to
provide all stakeholders with 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, including at our HBI production plant;
our ability to successfully identify and consummate any strategic
investments or development projects, including our HBI production
plant; our ability to obtain the investments necessary for our HBI
production plant; 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 Offer. 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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version on businesswire.com: http://www.businesswire.com/news/home/20170731005507/en/
Cliffs Natural Resources Inc.MEDIA:Patricia Persico,
216-694-5316Director, Corporate
CommunicationsorINVESTORS:Paul Finan, 216-694-6544Director,
Investor Relations
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