Cleveland-Cliffs Inc. Announces Pricing of $275,000,000 of Convertible Senior Notes due 2025
December 05 2017 - 7:15PM
Business Wire
Cleveland-Cliffs Inc. (NYSE:CLF) (“Cliffs” or the
“Company”) announced today that it has priced its previously
announced registered public offering of $275.0 million aggregate
principal amount of its convertible senior notes due 2025 (the
“Convertible Notes”) (or up to an aggregate of $316.25 million
aggregate principal amount of Convertible Notes if the underwriters
exercise their over-allotment option in full). The offering is
expected to close on December 19, 2017, subject to satisfaction of
customary closing conditions.
The Convertible Notes will be senior unsecured obligations of
Cliffs. The Convertible Notes will bear interest at a rate of 1.5%
per year, payable semiannually in arrears on January 15 and July 15
of each year, beginning on July 15, 2018. The Convertible Notes
will mature on January 15, 2025, unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such
date. Prior to July 15, 2024, the Convertible Notes will be
convertible only upon the occurrence of certain events and during
certain periods, and thereafter, at any time until the second
scheduled trading day immediately preceding the maturity date. The
initial conversion rate will be 122.4365 common shares, par value
$0.125 per share (“Common Shares”), of the Company per $1,000
principal amount of Convertible Notes (equivalent to an initial
conversion price of approximately $8.17 per Common Share). The
conversion rate will be subject to adjustment in some events but
will not be adjusted for accrued and unpaid interest. The
Convertible Notes will be convertible into cash, Common Shares or a
combination of cash and Common Shares, at Cliffs’ election. Cliffs
may not redeem the Convertible Notes except, on or after January
15, 2022, upon the occurrence of certain events and during certain
periods. No “sinking fund” is provided for the Convertible
Notes.
The Company intends to use the net proceeds from the offering of
the Convertible Notes, along with the net proceeds from its
previously announced concurrent secured notes offering, to finance
a substantial portion of its hot briquetted iron (“HBI”) capital
project and for general corporate purposes.
The Convertible Notes offering and the concurrent offering of
secured notes are not contingent upon one another.
BofA Merrill Lynch, Goldman Sachs & Co. LLC, Credit Suisse,
Deutsche Bank Securities and Jefferies are acting as joint
book-running managers for the Convertible Notes offering.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission (the "SEC") and
is effective. The Convertible Notes offering is being made only by
means of a prospectus supplement and an accompanying prospectus.
Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to the Convertible Notes offering
may be obtained for free by visiting the SEC's website at
www.sec.gov. Alternatively, copies may be obtained by contacting
BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte, NC 28255-0001, Attn: Prospectus Department,
Email: dg.prospectus_requests@baml.com or Goldman Sachs & Co.
LLC at 200 West Street, New York, NY 10282, Attention: Prospectus
Department, via telephone at (866) 471-2526, or by emailing
prospectusgroup-ny@ny.email.gs.com.
This news release does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
securities, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
About Cleveland-Cliffs Inc.
Founded in 1847, Cleveland-Cliffs Inc. is the largest and oldest
independent iron ore mining company in the United States. We are a
major supplier of iron ore pellets to the North American steel
industry from our mines and pellet plants located in Michigan and
Minnesota. Additionally, we operate an iron ore mining complex in
Western Australia. By 2020, Cliffs expects to be the sole producer
of hot briquetted iron (HBI) in the Great Lakes region with the
development of its first production plant in Toledo, Ohio. Driven
by the core values of safety, social, environmental and capital
stewardship, our employees endeavor to provide all stakeholders
with operating and financial transparency. For more information,
visit http://www.clevelandcliffs.com.
Forward-Looking Statements
This release contains statements that constitute
"forward-looking statements" within the meaning of the federal
securities laws. As a general matter, forward-looking statements
relate to anticipated trends and expectations rather than
historical matters. Forward-looking statements are subject to
uncertainties and factors relating to Cliffs’ operations and
business environment that are difficult to predict and may be
beyond our control. Such uncertainties and factors may cause actual
results to differ materially from those expressed or implied by the
forward-looking statements. These statements speak only as of the
date of this release, and we undertake no ongoing obligation, other
than that imposed by law, to update these statements. Uncertainties
and risk factors that could affect Cliffs’ future performance and
cause results to differ from the forward-looking statements in this
release include, but are not limited to: uncertainty and weaknesses
in global economic conditions, including downward pressure on
prices caused by oversupply or imported products, the impact of any
reduced barriers to trade, the outcomes of recently filed and
forthcoming trade cases, reduced market demand and any change to
the economic growth rate in China; continued volatility of iron ore
and steel prices and other trends, including the supply approach of
the major iron ore producers, affecting our financial condition,
results of operations or future prospects—specifically, the impact
of price-adjustment factors on our sales contracts; our level of
indebtedness could limit cash flow available to fund working
capital, capital expenditures, acquisitions and other general
corporate purposes or ongoing needs of our business; availability
of capital and our ability to maintain adequate liquidity; our
ability to successfully conclude the Companies' Creditors
Arrangement Act (Canada) process in a manner that minimizes cash
outflows and associated liabilities; the impact of our customers’
reducing their steel production due to increased market share of
steel produced using other methods or lighter-weight steel
alternatives; uncertainty relating to restructurings in the steel
industry and/or affecting the steel industry; the outcome of any
contractual disputes with our customers, joint venture partners or
significant energy, material or service providers or any other
litigation or arbitration; the ability of our customers and joint
venture partners to meet their obligations to us on a timely basis
or at all; problems or uncertainties with productivity, tons mined,
transportation, mine-closure obligations, environmental
liabilities, employee-benefit costs and other risks of the mining
industry; our ability to reach agreement with our customers
regarding any modifications to sales contract provisions, renewals
or new arrangements; our actual levels of capital spending; our
ability to successfully diversify our product mix and add new
customers beyond our traditional blast furnace clientele; our
actual economic iron ore reserves or reductions in current mineral
estimates, including whether any mineralized material qualifies as
a reserve; our ability to cost-effectively achieve planned
production rates or levels, including at our HBI production plant;
our ability to successfully identify and consummate any strategic
investments or development projects, including our HBI production
plant; our ability to obtain the investments necessary for our HBI
production plant; changes in sales volume or mix; events or
circumstances that could impair or adversely impact the viability
of a mine and the carrying value of associated assets, as well as
any resulting impairment charges; our ability to maintain
appropriate relations with unions and employees; impacts of
existing and increasing governmental regulation and related costs
and liabilities, including failure to receive or maintain required
operating and environmental permits, approvals, modifications or
other authorization of, or from, any governmental or regulatory
entity and costs related to implementing improvements to ensure
compliance with regulatory changes; uncertainties associated with
natural disasters, weather conditions, unanticipated geological
conditions, supply or price of energy, equipment failures and other
unexpected events; adverse changes in currency values, currency
exchange rates, interest rates and tax laws; risks related to
international operations; the potential existence of significant
deficiencies or material weaknesses in our internal control over
financial reporting; and our ability to complete our concurrent
secured notes offering on terms that are commercially attractive to
us or at all.
For additional factors affecting the business of Cliffs, refer
to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K
for the year ended December 31, 2016. You are urged to carefully
consider these risk factors.
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version on businesswire.com: http://www.businesswire.com/news/home/20171205006486/en/
Cleveland-Cliffs Inc.Media:Patricia Persico,
216-694-5316Director, Corporate
CommunicationsorInvestors:Paul Finan, 216-694-6544Director,
Investor Relations
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