United States Steel Corporation Announces Proposed Private Offering of $300,000,000 Senior Convertible Notes
October 15 2019 - 4:01PM
United States Steel Corporation (X) (“U .S. Steel”) today
announced that it intends to offer, subject to market conditions
and certain other factors, an aggregate principal amount of
$300,000,000 senior convertible notes due 2026 (the “notes”) in a
private offering made only to persons reasonably expected to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”).
U. S. Steel also intends to grant the initial purchasers
of the notes a 30-day option to purchase up to an additional
$50,000,000 principal amount of notes.
The notes will be U. S. Steel’s
general senior unsecured obligations and will rank equally in right
of payment with all of its existing and future senior debt, and
senior in right of payment to all of its future subordinated debt.
The notes will mature on November 1, 2026, unless earlier
converted, redeemed, or repurchased. Prior to August 1, 2026, the
notes will be convertible at the option of the holder only upon the
satisfaction of certain conditions and during certain periods, and
thereafter, the notes will be convertible at the option of the
holder at any time prior to the close of business on the second
scheduled trading day immediately preceding the maturity
date. Upon conversion, U. S. Steel will satisfy its
conversion obligation by paying or delivering, as applicable,
shares of its common stock, cash or a combination of shares of its
common stock and cash, at U. S. Steel’s election.
U. S. Steel intends to use the net
proceeds from the offerings for general corporate purposes,
including, without limitation, for previously announced strategic
investments and capital expenditures.
Neither the notes, nor any shares of common
stock issuable upon conversion of the notes have been registered
under the Securities Act or any state securities laws, and unless
so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities, including the
notes or U. S. Steel common stock, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
ABOUT U. S. STEELUnited States
Steel Corporation, headquartered in Pittsburgh, Pa., is a leading
integrated steel producer and Fortune 250 company with major
operations in the United States and Central Europe.
FORWARD-LOOKING STATEMENTSThis
press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Words such as, but not
limited to, "believes," "expects," "anticipates," "estimates,"
"intends," "plans," "could," "may," "will," "should," and similar
expressions are intended to identify forward-looking statements.
All forward-looking statements rely on a number of assumptions,
estimates and data concerning future results and events and are
subject to a number of uncertainties and other factors, that could
cause actual results to differ materially from those reflected in
such statements. Accordingly, U. S. Steel cautions that
the forward-looking statements contained herein are qualified by
these and other important factors and uncertainties that could
cause results to differ materially from those reflected by such
statements. For more information on additional potential risk
factors, please review U. S. Steel’s filings with the
SEC, including, but not limited to, U. S. Steel’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and its Current
Reports on Form 8-K.
CONTACTS:MediaMeghan CoxManagerCorporate CommunicationsT - (412)
433-6777E - mmcox@uss.com |
Investors/AnalystsKevin LewisGeneral ManagerInvestor RelationsT -
(412) 433-6935E - klewis@uss.com |
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