26 Feb 2020business combination● Neutral
Cliffs filed pro forma financial information for the AK Steel merger, a procedural disclosure ahead of the deal's expected first-quarter 2020 close.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 Feb 2020merger communication● NeutralMajor
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.
25 Feb 2020merger communication▲ GoodMajor
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.
24 Feb 2020merger communication● Neutral
A social media (Facebook) promotional post about the pending AK Steel merger, filed under the merger communications rules.
21 Feb 2020merger communication▲ GoodMajor
Cliffs and AK Steel announced they had cleared antitrust review, satisfying a key remaining condition to closing the merger.
20 Feb 2020merger communication● Neutral
Cliffs' Q4 2019 earnings release, filed under the merger communications rules alongside the same day's earnings call.
20 Feb 2020merger communication● Neutral
Cliffs' Q4 2019 earnings call transcript, filed under the merger communications rules because of the pending AK Steel deal; the results themselves were unrelated to the merger's terms.
18 Feb 2020merger communication● Neutral
Cliffs sent a letter to shareholders ahead of the March 10, 2020 special meeting to vote on the AK Steel merger, filed under the merger communications rules.
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.
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.
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.
14 May 2019debt financing● NeutralMajor
Cliffs issued $750 million of new 5.875% Senior Guaranteed Notes due 2027 in a private placement.
1 Mar 2018debt financing● Neutral
Cliffs replaced its $550 million asset-based revolving credit facility with Bank of America with a new agreement providing up to $450 million in borrowings, maturing in 2023.
14 Feb 2018debt financing● Neutral
Cliffs registered its $1.075 billion of 5.75% notes due 2025 (issued in February and August 2017) with the SEC so holders could exchange the privately-placed notes for freely tradable registered ones - a routine compliance step, not a merger.
19 Dec 2017debt financing▲ GoodMajor
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.
7 Aug 2017debt financing● NeutralMajor
Cliffs added $575 million more to its 5.75% notes due 2025, bringing that note series to $1.075 billion outstanding.
27 Feb 2017debt financing● NeutralMajor
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.
3 June 2016material agreement▲ GoodMajor
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.