United States Steel Corporation (NYSE:X) (the
“
Company”) today announced the commencement of a
cash tender offer (the “
Tender Offer”) to purchase
any and all of the Company’s 8.375% Senior Secured Notes due 2021
(CUSIP No/ISIN No. 912909 AK4 / US912909AK46 (144A) U9118R AA5/
USU9118RAA50 (Reg. S) (the “
2021 Notes”).
The Tender Offer is being made pursuant to an Offer to
Purchase dated March 13, 2018 and the related Notice of Guaranteed
Delivery.
Upon the terms and subject to the conditions
described in the Offer to Purchase and the Notice of Guaranteed
Delivery, the Company is offering to purchase for cash any and all
of its 2021 Notes. Tenders of the 2021 Notes may be withdrawn
at any time at or prior to 5:00 p.m., New York City time, on March
19, 2018, unless extended or earlier terminated (such date and
time, as it may be extended or earlier terminated, the
“Withdrawal Deadline”), but may not be withdrawn
thereafter. The Tender Offer for any and all of the 2021
Notes will expire at 5:00 p.m., New York City time, on March 19,
2018 unless extended or earlier terminated (such date and time, as
it may be extended or earlier terminated, the “Expiration
Date”).
The Tender Offer is being undertaken to take
advantage of current favorable conditions in the debt capital
markets and to extend the Company’s debt maturity profile by
refinancing the Company’s long-term debt with longer maturity
financing.
The consideration for each $1,000 principal
amount of 2021 Notes validly tendered, not validly withdrawn and
accepted for purchase will be as set forth in the table below under
“Tender Offer Consideration.” In addition, all holders of 2021
Notes accepted for purchase in the Tender Offer will also receive
accrued and unpaid interest on such purchased 2021 Notes from the
last interest payment date up to, but not including, the payment
date (which is anticipated to be March 20, 2018). Accrued interest
will cease to accrue on the payment date for all 2021 Notes
accepted in the Tender Offer, including those tendered by the
guaranteed delivery procedures described in the Offer to Purchase.
Under no circumstances, will additional interest accrue or be
payable by the Company with respect to the 2021 Notes from or after
the payment date, whether by reason of any delay of guaranteed
delivery or otherwise.
Title of Note |
|
CUSIP No. / ISIN (144A) |
|
CUSIP No. / ISIN (Reg S) |
|
Principal Amount Outstanding |
Tender Offer Consideration (1) |
8.375% Senior Secured Notes due 2021 |
|
912909
AK4 US912909AK46 |
|
U9118R
AA5 USU9118RAA50 |
|
$ |
780,000,000 |
|
$ |
1,078.46 |
____________(1) Per $1,000 principal amount of 2021
Notes accepted for purchase.
The Tender Offer is not conditioned on any
minimum amount of the 2021 Notes being tendered. However, the
Company’s obligation to accept for purchase and to pay for the 2021
Notes validly tendered pursuant to the Tender Offer is subject to
the satisfaction or waiver of a number of conditions, including the
Company’s completion, at or prior to the Expiration Date, of a
financing transaction, on terms satisfactory to the Company,
pursuant to which the Company receives aggregate gross proceeds of
no less than $650,000,000, exclusive of fees, expenses and
discounts. Following consummation of the Tender Offer, the
2021 Notes that are purchased pursuant to the Tender Offer will be
retired and cancelled and no longer remain outstanding obligations.
The Company reserves the right, subject to applicable law, to (i)
waive any and all conditions to the Tender Offer, (ii) extend or
terminate the Tender Offer or (iii) otherwise amend the Tender
Offer in any respect. In connection with the financing transaction,
the Company has also issued a conditional notice of redemption
calling for the redemption of any and all 2021 Notes not purchased
upon completion of the Tender Offer. Such redemption will be
made under and in accordance with the indenture governing the 2021
Notes (the “Indenture”). The redemption date will
be April 12, 2018. The redemption price will include a “make-whole”
premium as calculated and provided for under the Indenture, and
accrued and unpaid interest will be paid to, but excluding, the
redemption date as provided in the Indenture. Notwithstanding such
redemption notice, 2021 Notes that are validly tendered, not
validly withdrawn and accepted for purchase in the Tender Offer
will be purchased under the Tender Offer.
The Company anticipates that it will accept for
purchase and pay for 2021 Notes validly tendered and not validly
withdrawn pursuant to the Tender Offer at or prior to the
Expiration Date, one business day following the Expiration Date,
which first business day is expected to occur on or about March 20,
2018, or (ii) to the extent that such 2021 Notes are not delivered
at or prior to the Expiration Date but are delivered pursuant to
the guaranteed delivery provisions set forth in the Offer to
Purchase, three business days following the Expiration Date, which
third business day is expected to occur on or about March 22,
2018.
None of the Company, its subsidiaries or its
affiliates, its or their respective boards of directors, officers
or employees, the dealer managers, the tender agent and information
agent or the trustee for the 2021 Notes makes any recommendation
that holders tender or refrain from tendering all or any portion of
the principal amount of their 2021 Notes, and no one has been
authorized by the Company or any of them to make such a
recommendation. Holders must make their own decisions as to whether
to tender their 2021 Notes, and, if so, the principal amount of
2021 Notes to tender.
All of the 2021 Notes are held in book-entry
form through the facilities of The Depository Trust Company
(“DTC”). If you hold 2021 Notes through a
broker, dealer, bank, trust company or other intermediary or
nominee (an “Intermediary”), you must contact such
Intermediary if you wish to tender 2021 Notes pursuant to the
Tender Offer. You should check with such Intermediary to
determine whether they will charge you a fee for tendering 2021
Notes on your behalf. You should also confirm with the
broker, dealer, bank, trust company or other intermediary or
nominee any deadlines by which you must provide your tender
instructions, because the relevant deadline set by such nominee
will be earlier than the deadlines set forth herein.
The Company has retained J.P. Morgan Securities
LLC and Credit Suisse Securities (USA) LLC to serve as dealer
managers, directly and through their respective affiliates, for the
Tender Offer. The Company has retained D.F. King & Co., Inc. to
act as the tender agent and information agent in respect of the
Tender Offer.
For additional information regarding the terms
of the Tender Offer, please contact J.P. Morgan Securities LLC at
212-834-3424 or toll free at 866-834-4666 or Credit Suisse
Securities (USA) LLC at 212-538-1862 or toll free at 800-820-1653
or Copies of the Offer to Purchase and the Notice of Guaranteed
Delivery may be obtained online at http://www.dfking.com/uss or by
contacting D. F. King & Co., Inc. at 800-848-3402, 212-269-5550
or uss@dfking.com.
This announcement does not constitute an offer
to buy or the solicitation of an offer to sell any securities in
any jurisdiction or in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Tender Offer to be
made by a licensed broker or dealer, the Tender Offer will be
deemed to be made by the Dealer Managers or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
The securities mentioned herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended, or under the securities laws of any other jurisdiction,
and may not be offered or sold in the United States or to a U.S.
person absent registration under, or an applicable exemption from
the registration requirements of, the Securities Act of 1933, as
amended.
Certain statements in this announcement are
forward-looking statements based on current expectations. By their
nature, forward‑looking statements require us to make assumptions
and are subject to important known and unknown risks and
uncertainties, which may cause our actual results in future periods
to differ materially from those set forth in the forward-looking
statements. For additional information regarding these risks and
uncertainties, and the assumptions underlying the forward‑looking
statements, please refer to the Offer to Purchase.
For information
United States Steel Corporation600 Grant StreetPittsburgh, PA
15219-2800Attention: Interim General CounselFax No.: (412)
433-2964
United States Steel Corporation, headquartered in Pittsburgh,
Pa., is a leading integrated steel producer and Fortune 300 company
with major operations in the United States and Central
Europe. For more information about U. S. Steel, please visit
www.ussteel.com
CONTACT:
MEDIA
Meghan Cox ManagerCorporate CommunicationsT – (412) 433-6777E –
mmcox@uss.com
INVESTORS/ANALYSTSDan Lesnak General ManagerInvestor RelationsT
– (412) 433-1184E – dtlesnak@uss.com
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