Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced
today that it intends to offer to sell, subject to market and other
conditions, an additional $500 million aggregate principal amount
of Senior Guaranteed Notes due 2032 (the “Additional Notes”) in an
offering (the “Additional Notes Offering”) that is exempt from the
registration requirements of the Securities Act of 1933 (the
“Securities Act”). The Additional Notes will be an issuance of
Cliffs’ existing 7.000% Senior Guaranteed Notes due 2032 and will
be issued as additional notes under the indenture dated as of March
18, 2024 (as supplemented, the “Indenture”) pursuant to which
Cliffs previously issued $825 million aggregate principal amount of
7.000% Senior Guaranteed Notes due 2032 (the “Initial Notes”). The
Additional Notes will be of the same class and series as, and
otherwise identical to, the Initial Notes other than with respect
to the date of issuance and issue price. The Additional Notes will
be guaranteed on a senior unsecured basis by Cliffs’ material
direct and indirect wholly-owned domestic subsidiaries, other than
certain excluded subsidiaries.
Cliffs intends to use the net proceeds from the Additional Notes
Offering to finance a portion of the cash consideration payable in
connection with the previously announced acquisition of Stelco
Holdings Inc. (the “Stelco Acquisition”), which Cliffs expects to
complete in the fourth quarter of 2024 following the satisfaction
or waiver of applicable conditions. Prior to the completion of the
Stelco Acquisition, Cliffs intends to use the net proceeds from the
Additional Notes Offering to pay off the entire outstanding balance
under its asset-based lending facility.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The Additional
Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act, and outside the
United States to non-U.S. persons in reliance on the exemption from
registration set forth in Regulation S under the Securities Act.
The Additional Notes and the related guarantees have not been
registered under the Securities Act, or the securities laws of any
state or other jurisdiction, and may not be offered or sold in the
United States without registration or an applicable exemption from
the Securities Act and applicable state securities or blue sky laws
and foreign securities laws.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is a leading North America-based steel producer
with focus on value-added sheet products, particularly for the
automotive industry. The Company is vertically integrated from the
mining of iron ore, production of pellets and direct reduced iron,
and processing of ferrous scrap through primary steelmaking and
downstream finishing, stamping, tooling, and tubing. Headquartered
in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000
people across its operations in the United States and Canada.
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:
continued volatility of steel, iron ore and scrap metal 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;
potential weaknesses and uncertainties in global economic
conditions, excess global steelmaking capacity, oversupply of iron
ore, prevalence of steel imports and reduced market demand; severe
financial hardship, bankruptcy, temporary or permanent shutdowns or
operational challenges of one or more of our major customers, key
suppliers or contractors, which, among other adverse effects, could
disrupt our operations or 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; risks related to
U.S. government actions with respect to Section 232 of the Trade
Expansion Act of 1962 (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 potential environmental
regulations relating to climate change and carbon emissions, 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, and
reclamation and remediation obligations; 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 our
financial flexibility and cash flow necessary to fund working
capital, planned capital expenditures, acquisitions, and other
general corporate purposes or ongoing needs of our business, or to
repurchase our common shares; our ability to reduce our
indebtedness or return capital to shareholders within the currently
expected timeframes or at all; adverse changes in credit ratings,
interest rates, foreign currency rates and tax laws; the outcome
of, and costs incurred in connection with, lawsuits, claims,
arbitrations or governmental proceedings relating to commercial and
business disputes, antitrust claims, environmental matters,
government investigations, occupational or personal injury claims,
property-related matters, labor and employment matters, or suits
involving legacy operations and other matters; supply chain
disruptions or changes in the cost, quality or availability of
energy sources, including electricity, natural gas and diesel fuel,
critical raw materials and supplies, including iron ore, industrial
gases, graphite electrodes, scrap metal, chrome, zinc, other
alloys, coke and metallurgical coal, and critical manufacturing
equipment and spare parts; problems or disruptions associated with
transporting products to our customers, moving manufacturing inputs
or products internally among our facilities, or suppliers
transporting raw materials to us; the risk that the cost or time to
implement a strategic or sustaining capital project may prove to be
greater than originally anticipated; our ability to consummate any
public or private acquisition transactions and to realize any or
all of the anticipated benefits or estimated future synergies, as
well as to successfully integrate any acquired businesses into our
existing businesses; 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; cybersecurity incidents relating to, disruptions in, or
failures of, information technology systems that are managed by us
or third parties that host or have access to our data or systems,
including the loss, theft or corruption of sensitive or essential
business or personal information and the inability to access or
control systems; liabilities and costs arising in connection with
any business decisions to temporarily or indefinitely idle or
permanently close an operating facility or mine, 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 operating facility or mine; our level of self-insurance and
our ability to obtain sufficient third-party insurance to
adequately cover potential adverse events and business risks;
uncertainties associated with our ability to meet customers' and
suppliers' decarbonization goals and reduce our greenhouse gas
emissions in alignment with our own announced targets; challenges
to maintaining our social license to operate with our stakeholders,
including the impacts of our operations on local communities,
reputational impacts of operating in a carbon-intensive industry
that produces greenhouse gas emissions, and our ability to foster a
consistent operational and safety track record; our actual economic
mineral reserves or reductions in current mineral reserve
estimates, and any title defect or loss of any lease, license,
easement or other possessory interest for any mining property; our
ability to maintain satisfactory labor relations with unions and
employees; unanticipated or higher costs associated with pension
and other post-employment benefit obligations resulting from
changes in the value of plan assets or contribution increases
required for unfunded obligations; uncertain availability or cost
of skilled workers to fill critical operational positions and
potential labor shortages caused by experienced employee attrition
or otherwise, as well as our ability to attract, hire, develop and
retain key personnel; the amount and timing of any repurchases of
our common shares; potential significant deficiencies or material
weaknesses in our internal control over financial
reporting; and the risk that the Stelco Acquisition may not be
consummated and if consummated, our ability to realize the
anticipated benefits of the Stelco Acquisition. 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, 2023, our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2024, and other filings with the
U.S. Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240812201804/en/
MEDIA CONTACT: Patricia Persico Senior Director,
Corporate Communications (216) 694-5316
INVESTOR CONTACT: James Kerr Director, Investor Relations
(216) 694-7719
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