United States Steel Corporation Announces Pricing of Senior Secured Notes Offering
May 21 2020 - 4:26PM
United States Steel Corporation (NYSE: X) (the “company” or
"U. S. Steel") today announced the pricing of its
previously announced private offering of $1,056,357,000.00
aggregate principal amount of 12.000% Senior Secured Notes due 2025
(the "notes.") The notes will be issued at a price equal to 94.665%
of their face value. The notes will pay interest semi-annually in
arrears on June 1 and December 1 of each year, beginning on
December 1, 2020 and will mature on June 1, 2025, unless earlier
redeemed or repurchased. The sale of the notes is expected to close
on May 29, 2020, subject to customary closing conditions.
The notes will be fully and unconditionally
guaranteed on a senior secured basis by all of the company’s
existing and future direct and indirect subsidiaries, other than
certain “excluded subsidiaries.” Additionally, the notes and the
note guarantees will be secured by first-priority liens, subject to
permitted liens, on substantially all of the company’s and the
guarantors’ assets, other than certain “excluded assets.”
U. S. Steel intends to use the net proceeds from
the offering to strengthen its balance sheet, increase liquidity
and for general corporate purposes.
The notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act,") or any
state securities laws and may not be offered or sold in the United
States or to any U.S. persons unless pursuant to registration under
the Securities Act, or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes are
being offered only to persons reasonably believed to be "qualified
institutional buyers" under Rule 144A of the Securities Act or,
outside the United States, to persons other than “U.S. persons” in
compliance with Regulation S under the Securities Act.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities, including the
notes, nor shall it constitute an offer, solicitation or sale of
any 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.
FORWARD-LOOKING STATEMENTS
This 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,
including with respect to the offering described herein, 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, many of which are outside U. S. Steel’s control 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.
United 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. For
more information about U. S. Steel, please visit
www.ussteel.com.
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CONTACTS: |
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John O. Ambler |
Kevin Lewis |
|
Vice President |
Vice President |
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Corporate Communications |
Investor Relations |
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T – (412) 477-1719 |
T – (412) 433-6935 |
|
E – joambler@uss.com |
E – klewis@uss.com |
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