false0000764065 0000764065 2020-04-15 2020-04-15


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 15, 2020
 
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
Ohio
 
1-8944
 
34-1464672
(State or Other Jurisdiction of Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)
200 Public Square,
Suite 3300,
Cleveland,
Ohio
44114-2315
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (216) 694-5700
Not Applicable
(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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered:
Common Shares, par value $0.125 per share
 
CLF
 
New York Stock Exchange
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).
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.





Item 8.01.
 
Other Events.
On April 15, 2020, Cleveland-Cliffs Inc. (the “Company”) announced that it had priced its private offering of $400 million aggregate principal amount of senior secured guaranteed notes due 2025 (the “Notes”). The Notes will bear interest at an annual rate of 9.875%. The Company expects to close the offering of the Notes on April 17, 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 of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01.
 
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
 
Description
 
 
 
Cleveland-Cliffs Inc. published a news release on April 15, 2020 captioned, “Cleveland-Cliffs Inc. Announces Pricing of $400 million Senior Secured Notes due 2025."
101
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104
 
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.







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.
 
 
 
 
 
 
 
CLEVELAND-CLIFFS INC.
 
 
 
 
Date:
April 15, 2020
By:
/s/ James D. Graham
 
 
Name:
James D. Graham
 
 
Title:
Executive Vice President, Chief Legal Officer & Secretary



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