United States Steel Corporation (NYSE: X) (“U. S. Steel” or the
“Company”) and its subsidiaries, Big River Steel LLC and BRS
Finance Corp. (together, “Big River Steel”), announced today the
commencement of consent solicitations to holders of the outstanding
notes and bonds listed in the table below:
Issuer
CUSIP
Number
Title of
Security
Outstanding
Principal Amount ($millions)
Consent
Payment per $1,000 principal amount
Big River Steel
08949LAB6/ U0901LAB6
6.625% Senior Secured Notes due
2029 (the “Notes”)
$720
$10.00
Arkansas Development Finance
Authority Industrial Development Revenue Bonds (Big River Steel
Project)
04108WCC4
Series 2019 (the “Series 2019
Bonds)
$487
$10.00
04108WCD2
Tax-Exempt Series 2020 (Green
Bonds) (the “Series 2020 Bonds”)
$265
$10.00
The Notes are governed by an indenture (the “Indenture”) and the
Series 2019 Bonds and the Series 2020 Bonds (together, the “Bonds”)
are each governed by financing agreements, indentures and
continuing disclosure agreements (the “Bond Documents”). Full
details of the terms and conditions of the consent solicitations
are included in the respective consent solicitation statements,
each dated February 6, 2023 (the “Consent Solicitation
Statements”).
The purpose of the Notes consent solicitation is to amend the
Indenture such that, in the event that U. S. Steel, in its sole
discretion, elects to guarantee the Notes, the Indenture will be
substantially conformed to the indenture pursuant to which U. S.
Steel’s 6.875% Senior Notes due 2029 were issued. The purpose of
the Bonds consent solicitation is to amend the Bond Documents such
that, in the event that U. S. Steel elects to guarantee Big River
Steel’s obligations under the financing agreements, the covenants,
security and disclosure obligations will be substantially conformed
to the bond documents of the Arkansas Development Finance Authority
Environmental Improvement Revenue Bonds, Series 2022 (United States
Steel Corporation Project) (Green Bonds). The proposed amendments,
if they become operative, would reduce administrative complexity
and simplify governance and compliance by making U. S. Steel’s and
its subsidiaries’ obligations across its indentures more uniform
and providing U. S. Steel with more operational and financial
flexibility. This is in-line with U. S. Steel’s stated goals of
simplifying its capital structure and improving its financial
flexibility.
Subject to receiving the requisite consents and satisfaction or
waiver of all of the conditions to the consent solicitations, as
described in the applicable Consent Solicitation Statement, (i)
each holder of record of the Notes as of 5:00 p.m., New York City
time, on February 3, 2023 who validly delivers its consent on or
prior to the expiration of the Notes consent solicitation (and who
does not validly revoke such consent prior to the time the
requisite consents are obtained and a supplemental indenture
effecting the proposed amendments is executed) will receive a cash
payment of $10.00 for each $1,000 in aggregate principal amount of
Notes, and (ii) each holder of record of the Bonds as of 5:00 p.m.,
New York City time, on February 3, 2023 who validly delivers (and
does not validly revoke) its consent on or prior to the expiration
of the applicable Bonds consent solicitation will receive a cash
payment of $10.00 for each $1,000 in aggregate principal amount of
Bonds. In order to participate in each of the consent
solicitations, a holder must deliver its consent by 5:00 p.m., New
York City time, on February 14, unless extended by Big River Steel
in its sole discretion.
With respect to the Notes, adoption of the proposed amendments
requires the consent of the holders of (1) at least a majority in
aggregate principal amount of outstanding Notes to approve the
removal, amendment or addition, as applicable, of certain
restrictive covenants, provisions and events of default in the
indenture and (2) at least 66 2/3% of the outstanding Notes to
approve the release of all collateral. With respect to the Bonds,
adoption of the proposed amendments requires the consent of the
holders of at least a majority in principal amount of the
outstanding Series 2019 Bonds and Series 2020 Bonds, as applicable.
Each consent solicitation is conditioned upon the receipt of the
requisite consents in each of the other consent solicitations and
the completion of each of the other consent solicitations.
BofA Securities is acting as solicitation agent for the Notes
consent solicitation; additional information concerning the terms
and conditions of the Notes consent solicitation may be obtained
from BofA Securities by calling (888) 292-0070 (toll-free) or (980)
388-3646 (collect). U.S. Bank Trust Company, National Association
is acting as solicitation agent for the Bonds consent
solicitations. D.F. King & Co., Inc. is acting as information
and tabulation agent for all of the consent solicitations. Requests
for assistance in submitting consents or requests for additional
copies of the consent solicitation statement and related documents
should be directed to D.F. King & Co. by calling (800) 659-5550
(toll-free) or (212) 269-5550 (collect) or by email at
uss@dfking.com.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes, Bonds or any other securities. This press release is also
not a solicitation of consents with respect to the proposed
amendments to the Notes, Bonds or any other securities. Any such
solicitation will be made solely pursuant to the Consent
Solicitation Statements. The solicitation of consents is not being
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or “blue sky” laws.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this release constitute forward-looking
statements under the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to: statements
regarding (1) the proposed amendments and (2) the expected consent
payment. Words such as “anticipate,” “believe,” “could,” “expect,”
“intend,” “may,” “seek,” “should,” “will,” “would,” and similar
expressions are intended to help identify forward-looking
statements. Forward-looking statements reflect management’s current
expectations, are based on judgments, are inherently uncertain and
are subject to risks, uncertainties and other factors. Undue
reliance should not be placed on the forward-looking statements in
this release, which are based on information available to us on the
date hereof. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Founded in 1901, United States Steel Corporation is a leading
steel producer. With an unwavering focus on safety, the Company’s
customer-centric Best for All® strategy is advancing a more secure,
sustainable future for U. S. Steel and its stakeholders. With a
renewed emphasis on innovation, U. S. Steel serves the automotive,
construction, appliance, energy, containers, and packaging
industries with high value-added steel products such as U. S.
Steel’s proprietary XG3® advanced high-strength steel. The Company
also maintains competitively advantaged iron ore production and has
an annual raw steelmaking capability of 22.4 million net tons. U.
S. Steel is headquartered in Pittsburgh, Pennsylvania, with
world-class operations across the United States and in Central
Europe. For more information, please visit www.ussteel.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230206005608/en/
Arista Joyner Manager Financial Communications T – (412)
433-3994 E – aejoyner@uss.com
Kevin Lewis Vice President Finance T – (412) 433-6935 E –
klewis@uss.com
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