Current Report Filing (8-k)
June 22 2020 - 05:24PM
Edgar (US Regulatory)
0001163302
false
0001163302
2020-06-16
2020-06-17
0001163302
exch:XNYS
2020-06-16
2020-06-17
0001163302
exch:XCHI
2020-06-16
2020-06-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 22, 2020 (June 17, 2020)
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-16811
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25-1897152
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices,
and Zip Code)
(412) 433-1121
Registrant’s Telephone Number,
Including Area Code
(Former Name or Former Address, if Changed
Since Last Report)
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 (see General Instruction
A.2. below):
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
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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Securities registered pursuant to Section 12(b) of the Act:
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 Stock
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X
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New York Stock Exchange
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Common Stock
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X
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Chicago Stock Exchange
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Item 1.01. Entry into a Material Definitive Agreement.
Common Stock Offering
Underwriting Agreement
On June 17, 2020, United States Steel
Corporation (the “Company”) executed and delivered an underwriting agreement with Morgan Stanley & Co. LLC as
the underwriter (the “Underwriter”) (the “Underwriting Agreement”) relating to the purchase of
50,000,000 shares of its common stock (the “Shares”), for gross proceeds of approximately $429 million. The
Company has granted the Underwriter a 30-day option to purchase up to 7,500,000 additional Shares from the Company. The
Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the
Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities. A copy of the
Underwriting Agreement is included in this Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The summary
description of the terms of the Underwriting Agreement in this report is qualified in its entirety by reference to Exhibit
1.1.
On June 22, 2020, the Company issued
and sold the Shares to the Underwriter as contemplated by the Underwriting Agreement. The Shares were sold pursuant to the Company’s
effective shelf registration statement on Form S-3ASR (File No. 333-229713) filed on February 15, 2019 and the related prospectus
dated February 15, 2019, as supplemented by the prospectus supplement dated June 17, 2020 relating to the Shares. A copy of the
opinion of counsel of the Company relating to the validity of the Shares is attached hereto as Exhibit 5.1.
Item 7.01 Regulation FD Disclosure.
On June 17, 2020, the Company issued
a press release announcing that it had priced its previously announced offering of Shares. A copy of the press release is furnished
as Exhibit 99.1 hereto.
In accordance with General Instruction
B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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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UNITED STATES STEEL CORPORATION
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By:
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/s/ Duane D. Holloway
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Name: Duane D. Holloway
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Title: Senior Vice President, General Counsel, Chief Ethics & Compliance Officer
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Dated: June 22, 2020
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