CLEVELAND-CLIFFS INC.

Cliffs issued $850 million of new 7.625% Senior Guaranteed Notes due 2034.

debt financing

Cliffs issued $850 million of new 7.500% Senior Guaranteed Notes due 2031.

debt financing

Cliffs completed its acquisition of Stelco Holdings, adding the Canadian steelmaker's Lake Erie Works and Hamilton Works plants to its North American footprint.

asset acquisition disposition

Cliffs issued $1.8 billion of new notes ($900 million 6.875% due 2029 and $900 million 7.375% due 2033), ahead of closing its Stelco acquisition the following week.

debt financing

Cliffs eased the borrowing conditions on its asset-based credit facility specifically to allow it to draw funds toward the purchase price of its pending Stelco acquisition.

debt financing

Cliffs added $600 million to its 7.000% notes due 2032, likely helping fund the pending Stelco acquisition.

debt financing

A year after its U.S. Steel bid was publicly rejected, Cliffs agreed to acquire Canada's Stelco Holdings for CAD $60 cash plus 0.454 Cliffs shares per share (about CAD $70/share, ~USD $2.5 billion enterprise value), a USW-endorsed deal expected to be immediately earnings-accretive and adding Stelco's Lake Erie Works and Hamilton Works steel plants.

business combination

Cliffs issued $825 million of new 7.000% senior unsecured guaranteed notes due 2032.

debt financing

Cliffs publicly disclosed a rejected unsolicited bid to acquire U.S. Steel for $17.50 cash plus 1.023 Cliffs shares per share (about $35/share, a 43% premium), after U.S. Steel's board called the offer 'unreasonable'; the United Steelworkers union publicly backed Cliffs' bid and said it would not exercise its contractual right to counter-offer.

merger communication

Cliffs issued $750 million of new 6.750% senior unsecured guaranteed notes due 2030.

debt financing

Cliffs expanded its asset-based revolving credit facility by $1 billion in tranche A commitments and converted its remaining $150 million FILO tranche into regular tranche A capacity, reflecting its larger post-merger scale.

debt financing

Cliffs issued $1 billion of new notes ($500 million 4.625% due 2029 and $500 million 4.875% due 2031) at coupons well below its pandemic-era debt, reflecting its stronger post-ArcelorMittal-USA credit profile.

debt financing

Cliffs completed its acquisition of substantially all of ArcelorMittal USA's operations from ArcelorMittal S.A. for $505 million cash plus Cliffs common and preferred stock, and separately bought out Nippon Steel's remaining stakes in the I/N Tek and I/N Kote joint ventures for about $183 million - creating the largest flat-rolled steel producer in North America with roughly $17 billion in pro forma revenue.

asset acquisition disposition

Cliffs added $555.2 million more to its new 9.875% Secured Notes due 2025, a large add-on to the notes it had issued a week earlier.

debt financing

As COVID-19 roiled credit markets, Cliffs issued $400 million of new 9.875% Senior Secured Notes due 2025 - a notably higher coupon than its pre-pandemic debt, reflecting the stressed market conditions just weeks after closing the AK Steel merger.

material agreement

Cliffs settled its exchange offers for AK Steel's existing notes, issuing new Cliffs notes to noteholders and completing the debt-integration leg of the AK Steel acquisition.

debt financing

Cliffs completed its acquisition of AK Steel: the merger closed, AK Steel became a wholly owned Cliffs subsidiary, and Cliffs became a vertically integrated iron ore and steel producer for the first time - the culmination of the deal announced in December 2019.

asset acquisition disposition

Cliffs launched a tender offer related to AK Steel's outstanding notes as part of folding AK Steel's debt into its own capital structure ahead of the merger's close.

merger communication

Cliffs disclosed a favorable voting recommendation on the AK Steel merger ahead of the March 10 shareholder meeting, another step clearing the way to closing.

merger communication

Cliffs and AK Steel announced they had cleared antitrust review, satisfying a key remaining condition to closing the merger.

merger communication

Cliffs and AK Steel extended their noteholder exchange offer to coincide with an earlier-than-expected March 13, 2020 merger closing date, signaling the deal was on track to close ahead of schedule.

merger communication

The amendment carried two real developments, not paperwork: the FTC granted early termination of the antitrust waiting period on 22 January 2020, clearing the last regulatory hurdle, and four suits including a putative class action had been filed in Delaware and New York by AK Steel shareholders attacking the merger disclosure -- enough that the risk factor about possible litigation was rewritten as a description of actual litigation.

business combination

Ahead of closing the AK Steel merger, Cliffs launched offers to exchange AK Steel's existing 6.375% and 7.00% notes for new Cliffs notes, alongside a consent solicitation to strip restrictive covenants from the AK Steel note indentures - folding AK Steel's debt into Cliffs' capital structure.

merger communication

Registration statement and joint proxy for Cliffs' all-stock purchase of AK Steel: 0.400 Cliffs shares per AK Steel share, an implied $3.36 a share at the December 2, 2019 announcement, leaving AK Steel holders with about 32% of the enlarged Cliffs and no appraisal rights on either side. Moelis advised Cliffs and Goldman Sachs advised AK Steel; Cliffs owes a $30 million break fee if it walks, and AK Steel's 7.50% secured notes and credit facility were expected to be refinanced at closing.

business combination

Cliffs filed the full text of its Agreement and Plan of Merger with AK Steel, formalizing the terms of the all-stock acquisition announced two days earlier.

business combination

Cliffs and AK Steel jointly disclosed the signed Agreement and Plan of Merger under which a Cliffs subsidiary will merge into AK Steel, making it a wholly owned Cliffs subsidiary - the formal SEC filing of the deal announced the same day.

business combination

Cliffs announced it agreed to acquire AK Steel in an all-stock deal: AK Steel holders get 0.40 Cliffs shares per share (about $3.36/share, a 16-27% premium), Cliffs shareholders end up owning roughly 68% of the combined company, valuing AK Steel at about $3.0 billion enterprise value with $120 million in expected annual synergies - combining Cliffs' iron ore pellets with AK Steel's steelmaking into one vertically integrated producer.

merger communication

Cliffs issued $750 million of new 5.875% Senior Guaranteed Notes due 2027 in a private placement.

debt financing

Cliffs issued $400 million of new 4.875% Senior Secured Notes due 2024, a lower coupon than its 2016 distressed notes, reflecting its improved credit standing.

debt financing

Cliffs added $575 million more to its 5.75% notes due 2025, bringing that note series to $1.075 billion outstanding.

debt financing

Cliffs issued $500 million of new 5.75% senior notes due 2025 in a private placement, refinancing as the iron ore market recovered from its 2015-2016 downturn.

debt financing

Cliffs signed a new 10-year iron ore pellet supply agreement with ArcelorMittal USA running through 2026, covering up to 10 million long tons a year and preserving Cliffs as ArcelorMittal's primary pellet supplier.

material agreement

Amid the iron ore price collapse, Cliffs exchanged existing senior notes for $218.5 million of new 8.000% 1.5 Lien Senior Secured Notes due 2020 - a distressed debt exchange that gave noteholders better security in return for extended maturities.

debt financing

CLEVELAND-CLIFFS INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Cliffs sold its remaining North American coal business (Pinnacle and Oak Grove mines) to Seneca Coal Resources for $268 million plus a possible $50 million earnout through 2020, completing its exit from coal to focus fully on its US iron ore pellet business.

material agreement