Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it
has instructed the trustee to provide notice of redemption for all
remaining $294 million of its 1.50% Convertible Senior Notes due
2025. The redemption will take place on January 18, 2022, the
earliest possible date for redemption pursuant to the Indenture
governing the Notes.
Noteholders may convert their Notes prior to the redemption
date. Upon redemption or early conversion, the Company intends to
pay 100 percent of the outstanding principal amount in cash.
This release is for informational purposes only and is neither
an offer to buy nor a solicitation to sell any of the Notes. The
foregoing does not constitute a notice of redemption under the
Indenture governing the Notes and is qualified in its entirety by
the redemption notice that will be distributed to the holders of
the Notes. A notice of redemption setting forth the redemption
procedures will be provided to registered holders of the Notes by
The Depository Trust Company.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in
North America. Founded in 1847 as a mine operator, Cliffs also is
the largest manufacturer of iron ore pellets in North America. The
Company is vertically integrated from mined raw materials, direct
reduced iron, and ferrous scrap to primary steelmaking and
downstream finishing, stamping, tooling, and tubing. The Company
serves a diverse range of markets due to its comprehensive offering
of flat-rolled steel products and is the largest supplier of steel
to the automotive industry in North America. Headquartered in
Cleveland, Ohio, Cleveland-Cliffs employs approximately 25,000
people across its mining, steel and downstream manufacturing
operations in the United States and Canada. For more information,
visit www.clevelandcliffs.com.
Forward-Looking Statements
This release contains statements that constitute
“forward-looking statements” within the meaning of the federal
securities laws. All statements other than historical facts,
including, without limitation, statements regarding our current
expectations, estimates and projections about our industry or our
businesses, are forward-looking statements. We caution investors
that any forward-looking statements are subject to risks and
uncertainties that may cause actual results and future trends to
differ materially from those matters expressed in or implied by
such forward-looking statements. Investors are cautioned not to
place undue reliance on forward-looking statements. Among the risks
and uncertainties that could cause actual results to differ from
those described in forward-looking statements are the following:
disruptions to our operations relating to the COVID-19 pandemic,
including the heightened risk that a significant portion of our
workforce or on-site contractors may suffer illness or otherwise be
unable to perform their ordinary work functions; continued
volatility of steel and iron ore market prices, which directly and
indirectly impact the prices of the products that we sell to our
customers; uncertainties associated with the highly competitive and
cyclical steel industry and our reliance on the demand for steel
from the automotive industry, which has been experiencing a trend
toward light weighting and supply chain disruptions, such as the
microchip shortage, that could result in lower steel volumes being
consumed; potential weaknesses and uncertainties in global economic
conditions, excess global steelmaking capacity, oversupply of iron
ore, prevalence of steel imports and reduced market demand,
including as a result of the COVID-19 pandemic; severe financial
hardship, bankruptcy, temporary or permanent shutdowns or
operational challenges, due to the COVID-19 pandemic or otherwise,
of one or more of our major customers, including customers in the
automotive market, key suppliers or contractors, which, among other
adverse effects, could lead to reduced demand for our products,
increased difficulty collecting receivables, and customers and/or
suppliers asserting force majeure or other reasons for not
performing their contractual obligations to us; our ability to
reduce our indebtedness or return capital to shareholders within
the expected timeframes or at all, depending on market and other
conditions; risks related to U.S. government actions with respect
to Section 232 of the Trade Expansion Act (as amended by the Trade
Act of 1974), the United States-Mexico-Canada Agreement and/or
other trade agreements, tariffs, treaties or policies, as well as
the uncertainty of obtaining and maintaining effective antidumping
and countervailing duty orders to counteract the harmful effects of
unfairly traded imports; impacts of existing and increasing
governmental regulation, including climate change and other
environmental regulation that may be proposed under the Biden
Administration, and related costs and liabilities, including
failure to receive or maintain required operating and environmental
permits, approvals, modifications or other authorizations of, or
from, any governmental or regulatory authority and costs related to
implementing improvements to ensure compliance with regulatory
changes, including potential financial assurance requirements;
potential impacts to the environment or exposure to hazardous
substances resulting from our operations; our ability to maintain
adequate liquidity, our level of indebtedness and the availability
of capital could limit cash flow necessary to fund working capital,
planned capital expenditures, acquisitions, and other general
corporate purposes or ongoing needs of our business; adverse
changes in credit ratings, interest rates, foreign currency rates
and tax laws; limitations on our ability to realize some or all of
our deferred tax assets, including our net operating loss
carryforwards; our ability to realize the anticipated synergies and
benefits of the acquisition of Ferrous Processing and Trading
Company, including certain related entities (“FPT”), and to
successfully integrate the business of FPT into our existing
businesses, including uncertainties associated with maintaining
relationships with customers, vendors and employees; additional
debt we incurred in connection with enhancing our liquidity during
the COVID-19 pandemic, the merger with AK Steel Holding
Corporation, the acquisition of ArcelorMittal USA LLC and the
acquisition of FPT may negatively impact our credit profile and
limit our financial flexibility; known and unknown liabilities we
assumed in connection with the acquisition of FPT; the ability of
our customers, joint venture partners and third-party service
providers to meet their obligations to us on a timely basis or at
all; supply chain disruptions or changes in the cost or quality of
energy sources or critical raw materials and supplies, including
iron ore, industrial gases, graphite electrodes, scrap, chrome,
zinc, coke and coal; liabilities and costs arising in connection
with any business decisions to temporarily idle or permanently
close a mine or production facility, which could adversely impact
the carrying value of associated assets and give rise to impairment
charges or closure and reclamation obligations, as well as
uncertainties associated with restarting any previously idled mine
or production facility; problems or disruptions associated with
transporting products to our customers, moving products internally
among our facilities or suppliers transporting raw materials to us;
uncertainties associated with natural or human-caused disasters,
adverse weather conditions, unanticipated geological conditions,
critical equipment failures, infectious disease outbreaks, tailings
dam failures and other unexpected events; our level of
self-insurance and our ability to obtain sufficient third-party
insurance to adequately cover potential adverse events and business
risks; disruptions in, or failures of, our information technology
systems, including those related to cybersecurity; our ability to
successfully identify and consummate any strategic investments or
development projects, cost-effectively achieve planned production
rates or levels, and diversify our product mix and add new
customers; our actual economic iron ore and coal reserves or
reductions in current mineral estimates, including whether we are
able to replace depleted reserves with additional mineral bodies to
support the long-term viability of our operations; the outcome of
any contractual disputes with our customers, joint venture
partners, lessors, or significant energy, raw material or service
providers, or any other litigation or arbitration; our ability to
maintain our social license to operate with our stakeholders,
including by fostering a strong reputation and consistent
operational and safety track record; our ability to maintain
satisfactory labor relations with unions and employees;
availability of workers to fill critical operational positions and
potential labor shortages caused by the COVID-19 pandemic, as well
as our ability to attract, hire, develop and retain key personnel;
unanticipated or higher costs associated with pension and other
postretirement benefit obligations resulting from changes in the
value of plan assets or contribution increases required for
unfunded obligations; and potential significant deficiencies or
material weaknesses in our internal control over financial
reporting. The Company undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events or otherwise.
For additional factors affecting our business, refer to Part I –
Item 1A. Risk Factors of our Annual Report on Form 10-K for the
year ended December 31, 2020, and our other filings with the
SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20211201005325/en/
MEDIA CONTACT: Patricia Persico Director, Corporate
Communications (216) 694-5316
INVESTOR CONTACT: James Kerr Manager, Investor Relations
(216) 694-7719
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