12 Feb 2020merger communication▲ GoodMajor
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.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Feb 2020substantial holder notice● Neutral
The Vanguard Group reported a CLEVELAND-CLIFFS INC. shareholding of 27,995,807 shares (10.36% of votes) in a periodic institutional filing.
4 Feb 2020securities registration● Neutral
CLEVELAND-CLIFFS INC. filed the final prospectus for a registered offering.
4 Feb 2020substantial holder notice● Neutral
BlackRock, Inc reported a CLEVELAND-CLIFFS INC. shareholding of 41,325,661 shares (15.30% of votes) in a periodic institutional filing.
29 Jan 2020merger communication▲ Good
Cliffs and AK Steel announced their noteholder exchange offers received the consents needed to strip covenants from the AK Steel note indentures, clearing another condition on the path to closing the merger.
29 Jan 2020substantial holder notice● Neutral
Ruffer LLP disclosed a new substantial CLEVELAND-CLIFFS INC. shareholding (0.00% of votes).
28 Jan 2020business combination● NeutralMajor
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.
15 Jan 2020merger communication● NeutralMajor
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.
8 Jan 2020business combination● NeutralMajor
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.
4 Dec 2019business combination▲ GoodMajor
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.
4 Dec 2019merger communication● Neutral
A companion filing of the AK Steel Merger Agreement under the merger communications rules, duplicating the same-day 8-K disclosure.
3 Dec 2019business combination▲ GoodMajor
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.
3 Dec 2019merger communication● Neutral
A same-day companion filing under the AK Steel merger communications rules; no additional terms beyond the announcement disclosed elsewhere that day.
3 Dec 2019merger communication● Neutral
A same-day companion filing under the AK Steel merger communications rules, likely a Cleveland-Cliffs website posting about the deal; no additional terms disclosed.
3 Dec 2019merger communication● Neutral
A same-day internal communication to Cliffs' hourly employees about the newly announced AK Steel merger, filed under the merger communications rules.
3 Dec 2019merger communication▲ GoodMajor
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.
3 Dec 2019merger communication● Neutral
Cliffs filed the transcript of its investor conference call discussing the AK Steel merger announced that day, carrying only standard forward-looking-statement disclaimers rather than new deal terms.
3 Dec 2019merger communication● Neutral
A website posting about the newly announced AK Steel merger, filed under the merger communications rules with standard forward-looking-statement disclaimers.
3 Dec 2019merger communication● Neutral
A same-day internal communication to Cliffs' salaried employees about the newly announced AK Steel merger, filed under the merger communications rules.
8 Nov 2019substantial holder notice● Neutral
BlackRock, Inc reported a CLEVELAND-CLIFFS INC. shareholding of 40,529,198 shares (15.00% of votes) in a periodic institutional filing.
23 Oct 2019quarterly activities report● Neutral
CLEVELAND-CLIFFS INC. reported quarterly revenue of $555.6 million and net income of $90.9 million for the period ended 2019-09-30.
23 Oct 2019quarterly activities report● Neutral
CLEVELAND-CLIFFS INC. reported quarterly revenue of $555.6 million and net income of $90.9 million for the period ended 2019-09-30.
19 July 2019quarterly activities report● Neutral
CLEVELAND-CLIFFS INC. reported quarterly revenue of $743.2 million and net income of $160.8 million for the period ended 2019-06-30.
19 July 2019quarterly activities report● Neutral
CLEVELAND-CLIFFS INC. reported quarterly revenue of $743.2 million and net income of $160.8 million for the period ended 2019-06-30.
14 May 2019debt financing● NeutralMajor
Cliffs issued $750 million of new 5.875% Senior Guaranteed Notes due 2027 in a private placement.
26 Apr 2019agm notice● Neutral
CLEVELAND-CLIFFS INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
25 Apr 2019quarterly activities report▼ Bad
CLEVELAND-CLIFFS INC. reported quarterly revenue of $157.0 million and a net loss of $22.1 million for the period ended 2019-03-31.
25 Apr 2019quarterly activities report▼ Bad
CLEVELAND-CLIFFS INC. reported quarterly revenue of $157.0 million and a net loss of $22.1 million for the period ended 2019-03-31.
12 Mar 2019agm notice● Neutral
CLEVELAND-CLIFFS INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
12 Mar 2019agm notice● Neutral
CLEVELAND-CLIFFS INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).