false0000764065 0000764065 2020-04-21
2020-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report
(Date of earliest event reported): April 21, 2020
CLEVELAND-CLIFFS
INC.
(Exact name of
registrant as specified in its charter)
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Ohio
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1-8944
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34-1464672
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(State or
Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 Public
Square,
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Suite
3300,
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Cleveland,
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Ohio
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44114-2315
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (216)
694-5700
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Not
Applicable
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(Former name or
former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Shares, par value
$0.125 per share
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CLF
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New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (Section 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (Section 240.12b-2 of this chapter).
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Emerging growth
company
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☐
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If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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On April 21, 2020,
Cleveland-Cliffs Inc. (the “Company”) announced that it has offered
and priced a private offering of an additional $555.2 million
aggregate principal amount of 9.875% Senior Secured Notes due 2025
(the “Additional Notes”) in an offering exempt from the
registration requirements of the Securities Act of 1933 (the
“Securities Act”). The Additional Notes will be an issuance of the
Company’s existing 9.875% Senior Secured Notes 2025 and will be
issued as additional notes under the indenture dated as of April
17, 2020 (as supplemented, the “Indenture”) pursuant to which the
Company previously issued $400 million aggregate principal amount
of 9.875% Senior Secured Notes due 2025 (the “Initial Notes”). The
Additional Notes will be issued at a price of 99% of their
principal amount. The Additional Notes will be treated as the same
class and series as, and otherwise identical to, the Initial Notes
other than with respect to the date of issuance and issue
price.
The Company expects
to close the offering of the Additional Notes on April 24, 2020,
subject to the satisfaction of customary closing conditions. This
announcement was contained in a press release, a copy of which is
filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
This Current Report
on Form 8-K does not constitute an offer to sell, nor a
solicitation of an offer to buy, the Notes or any other securities.
The Notes will not be and have not been registered under the
Securities Act, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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Cleveland-Cliffs Inc. published
a news release on April 21, 2020 captioned, “Cleveland-Cliffs Inc.
Announces Offering and Pricing of Additional Senior Secured Notes
due 2025 to Repurchase Notes Trading at Discounts.”
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101
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Cover Page Interactive Data
File - the cover page XBRL tags are embedded within the Inline XBRL
document.
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104
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The cover page from this
Current Report on Form 8-K, formatted as Inline XBRL.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CLEVELAND-CLIFFS
INC.
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Date:
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April 21, 2020
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By:
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/s/ James D.
Graham
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Name:
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James D. Graham
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Title:
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Executive Vice President, Chief
Legal Officer & Secretary
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