Title of Security
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CUSIP/ISIN
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Outstanding Principal Amount
|
Acceptance Priority Level
|
Early Tender Premium(4)
|
Total Consideration(5)
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6.250% notes due 2022(1) |
03938LAX2/US03938LAX29 |
$1,100,000,000 |
1 |
$50 |
$1,146.25 |
6.750% notes due 2041(2) |
03938LAS3/US03938LAS34 |
$1,000,000,000 |
2 |
$50 |
$1,190.00 |
7.000% notes due 2039(3) |
03938LAP9/US03938LAP94 |
$1,500,000,000 |
3 |
$50 |
$1,212.50 |
-
The interest rate on the 6.250% notes due 2022
has changed pursuant to an interest adjustment clause and is
currently 6.750%.
-
The interest rate on the 6.750% notes due 2041
has changed pursuant to an interest adjustment clause and is
currently 7.250%.
-
The interest rate on the 7.000% notes due 2039
has changed pursuant to an interest adjustment clause and is
currently 7.500%.
-
Per $1,000 principal amount of Notes validly
tendered at or prior to the Early Tender Time and not validly
withdrawn.
-
Per $1,000 principal amount of Notes validly
tendered at or prior to the Early Tender Time and not validly
withdrawn. Includes the Early Tender Premium. Does not include
Accrued Interest (as defined herein).
28 September 2017 - ArcelorMittal (the "Company" or "ArcelorMittal")
announces the launch of its tender offers (the "Offers") to purchase for cash, for a combined aggregate
purchase price (exclusive of Accrued Interest (as defined herein))
of up to $1,250,000,000 (the "Maximum Tender
Cap"), its outstanding 6.250% notes due 2022 (CUSIP
03938LAX2/ISIN US03938LAX29) (the "2022
Notes"), 6.750% notes due 2041 (CUSIP 03938LAS3/ISIN
US03938LAS34) (the "2041 Notes") and 7.000%
notes due 2039 (CUSIP 03938LAP9/ISIN US03938LAP94) (the "2039 Notes" and, together with the 2022 Notes and the
2041 Notes, the "Notes"). Subject to the
Maximum Tender Cap, the amount of a Series of Notes that is
purchased in the Offers on the applicable Settlement Date (as
defined below) will be based on the numerical order of priority
(the "Acceptance Priority Level") for such
Series, subject to the proration arrangements applicable to the
Offers, as set forth in the table above.
This announcement does not contain the full terms
and conditions of the Offers, which are contained in the offer to
purchase dated September 28, 2017 (as it may be amended or
supplemented from time to time, the "Offer to
Purchase"), and is subject to the offer restrictions set out
below and more fully described in the Offer to Purchase.
Notes may be validly tendered at any time on or
before 11:59 p.m., New York City time, on October 26, 2017, unless
extended (as may be extended, the "Expiration
Time"). Notes must be tendered in accordance with the
procedures set forth in the Offer to Purchase. To receive the Total
Consideration (as defined herein), plus any Accrued Interest,
Holders must tender their Notes prior to 5:00 p.m., New York City
time, on October 12, 2017, unless extended (such time, as the same
may be extended, the "Early Tender Time"). The
"Total Consideration" is the U.S. dollar
amount payable per $1,000 principal amount of the Notes set forth
in the table above and includes an early tender premium of $50 per
$1,000 principal amount of Notes (the "Early
Tender Premium"). Holders who validly tender their Notes after
the Early Tender Time but at or prior to the Expiration Time will
only be eligible to receive the "Tender
Consideration", which is the applicable Total Consideration
minus the Early Tender Premium, plus any Accrued Interest.
Subject to applicable law, the Company expressly
reserves the right, but is not obligated to, increase the Maximum
Tender Cap in its sole and absolute discretion without extending
the Early Tender Time, the Withdrawal Deadline (as defined below)
or otherwise reinstating withdrawal rights.
Subject to the Maximum Tender Cap and the
proration arrangements applicable to the Offers, all Notes of a
Series validly tendered and not validly withdrawn at or prior to
the Early Tender Time having a higher Acceptance Priority Level
will be accepted before any tendered Notes of a Series having a
lower Acceptance Priority Level. Among any Notes validly tendered
following the Early Tender Time but at or prior to the Expiration
Time, Notes having a higher Acceptance Priority Level will be
accepted before any Notes tendered following the Early Tender Time
having a lower Acceptance Priority Level, subject to the Maximum
Tender Cap. If the Offers are not fully subscribed as of the Early
Tender Time, subject to the Maximum Tender Cap, Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time will be accepted for purchase in priority to Notes tendered
following the Early Tender Time even if such Notes tendered
following the Early Tender Time have a higher Acceptance Priority
Level than Notes tendered at or prior to the Early Tender
Time. As such, Notes tendered at or prior to the Early Tender
Time will be accepted for purchase in priority to Notes tendered
after the Early Tender Time, and to the extent that Notes are
tendered at or prior to the Early Tender Time, the Maximum Tender
Cap available after the Early Tender Time could be reduced
significantly or altogether. Accordingly, if the Maximum Tender Cap
is reached in respect of tenders made at or prior to the Early
Tender Time, no Notes tendered after the Early Tender Time will be
accepted for purchase (irrespective of their priority level).
With respect to the Notes validly tendered at or
prior to the Early Tender Time and not validly withdrawn and
accepted for purchase pursuant to the Offers, the Company expects
to pay the Total Consideration, together with any accrued and
unpaid interest from, and including, the immediately preceding
interest payment date applicable to such Notes to, but excluding,
the applicable Settlement Date (the "Accrued
Interest"), to the Holders on the second Business Day after the
Early Tender Time, expected to be October 16, 2017 (such date, the
"Early Settlement Date"). With respect to
Notes validly tendered after the Early Tender Time but at or prior
to the Expiration Time and accepted for purchase pursuant to the
Offers, the Company expects to pay the Tender Consideration,
together with any Accrued Interest, to the Holders thereof on the
second Business Day after the Expiration Time, expected to be
October 30, 2017 (such date the "Final Settlement
Date"; each of the Early Settlement Date and the Final
Settlement Date, a "Settlement Date").
A press release announcing the amount of Notes to
be accepted for purchase on the Early Settlement Date and the Final
Settlement Date will be published as soon as practicable following
the Early Tender Time and the Expiration Time, as applicable.
Notes tendered may only be withdrawn at or prior
to 5:00 p.m., New York City time, on October 12, 2017 (such date
and time, as the same may be extended, the "Withdrawal Deadline") but, except as otherwise
provided, not thereafter.
ArcelorMittal will fund the Offers with existing
cash resources. The Offers are being made to reduce gross debt and
interest expense through the early repayment of certain medium- to
long-term bonds issued by the Company.
Citigroup Global Markets Limited, HSBC Securities
(USA) Inc., Merrill Lynch International and RBC Capital Markets,
LLC have been appointed to serve as dealer managers for the Offers.
D.F. King has been retained to serve as the information agent and
tender agent in connection with the Offers.
For additional information regarding the terms of
the Offers, please contact Citigroup Global Markets Limited by
email at liabilitymanagement.europe@citi.com or by telephone at +44
20 7986 8969 (London), +1 800 558 3745 (toll free within the U.S.)
or collect at +1 212 723 6106, HSBC Securities (USA) Inc. by
telephone at +44 20 7992 6237 (London) or +1 212 525 5552 (U.S.),
Merrill Lynch International by email at dg.lm_emea@baml.com or by
telephone at +44 20 7996 5420 (London), +1 888 292 0070 (toll free
within the U.S.) or collect at +1 980 388 3646 and RBC Capital
Markets, LLC by email at liability.management@rbccm.com or by
telephone at +44 20 7029 7420 (London), +1 877 381 2099 (toll free
within the U.S.) or collect at +1 212 618 7822. Requests for
documents and questions regarding the tender of Notes may be
directed to D.F. King via email: arcelor@dfking.com or telephone:
New York: +1 800 814 4284 (toll free within U.S.) or collect at
+ 1 212 269 5550 and London: +44 20 7920
9700.
The Offer to Purchase is expected to be distributed to holders of
Notes beginning today. A copy of the Offer to Purchase is available
at http://www.dfking.com/arcelor and may also be obtained at no
charge from D.F. King.
None of ArcelorMittal, the dealer managers or the
information and tender agent makes any recommendation as to whether
any holder of the Notes should tender or refrain from tendering all
or any portion of the principal amount of the Notes.
Capitalized terms used and not defined herein have
the meanings ascribed to them in the Offer to Purchase.
Important Information
This press release is neither an offer to purchase
nor a solicitation to buy any Notes nor is it a solicitation for
acceptance of the Offers. The Company is making the Offers only by,
and pursuant to the terms of, the Offer to Purchase. The Offers are
not being made to (nor will tenders of Notes be accepted from or on
behalf of) holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This
announcement must be read in conjunction with the Offer to
Purchase.
###
United Kingdom. The
communication of the Offer to Purchase and any other documents or
materials relating to the Offers has not been approved by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to: (1) persons who are
outside the United Kingdom; (2) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")); (3) those persons who are existing members or
creditors of the Company or other persons within Article 43(2) of
the Order; (4) high net worth companies, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order or (5) any other persons to whom such documents
and/or materials may lawfully be communicated in circumstances in
which section 21(1) of the FSMA does not apply to the Company (all
such persons together being referred to as "relevant persons"). The Offer to
Purchase and any other documents or materials relating to the
Offers are only available to relevant persons. Any person who is
not a relevant person should not act or rely on this document or
any of its contents.
France. The Offers are not
being made, directly or indirectly, to the public in the Republic
of France. The Offer to Purchase and any other documents or
offering material relating to the Offers may not be distributed or
caused to be distributed to the public in the Republic of France.
Only (a) persons providing investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (b)
qualified investors (investisseurs qualifiés)
acting for their own account, other than individuals (each a
"Qualified Investor") as defined in, and in
accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the
French Code monétaire et financier and
applicable regulations thereunder, are eligible to participate in
the Offers. Neither the Offer to Purchase, nor any other such
offering material has been submitted for clearance to the Autorité des marchés financiers.
Italy. None of the Offers,
the Offer to Purchase or any other documents or materials relating
to the Offers have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to
applicable Italian laws and regulations. The Offers are being
carried out in the Republic of Italy ("Italy")
as exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No.
11971 of May 14, 1999, as amended. Holders or beneficial owners of
the Notes that are resident or located in Italy can tender their
Notes for purchase through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its
clients in connection with the Notes or the Offer to Purchase.
Belgium. Neither the Offer to
Purchase nor any other document or materials relating to the Offers
has been, or will be, submitted or notified to, or approved by, the
Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit
voor Financiële Diensten en Markten"). The Offers are not being
made in Belgium by way of a public offering within the meaning of
Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on
public takeover bids ("loi relative aux offres
publiques d'acquisition"/"wet op de openbare
overnamebiedingen"), as amended from time to time. Accordingly,
the Offer to Purchase may not be, and is not being, advertised and
the Offers will not be extended and the Offer to Purchase and any
other documents or materials relating to the Offers may not, has
not, and will not, be distributed, directly or indirectly, to any
person in Belgium other than to "qualified investors" ("investisseur qualifié"/"gekwalificeerde belegger")
within the meaning of Article 10, §1 of the Belgian Law
of June 16, 2006 on the public offering of securities and the
admission of securities to trading on a regulated market
("loi relative aux offres publiques d'instruments
de placement et aux admissions d'instruments de placement à la
négociation sur des marchés réglementés"/"wet op de openbare
aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde
markt") (as amended from time to time), as referred to in
Article 6, §3, of said Belgian Law of April 1, 2007 on public
takeover bids. Insofar as Belgium is concerned, the Offers are made
only to qualified investors, as this term is defined above.
Accordingly, the information contained in the Offer to Purchase or
in any other documents or materials relating to the Offers may not
be used for any other purpose or disclosed or distributed to any
other person in Belgium.
About
ArcelorMittal
ArcelorMittal is the world's
leading steel and mining company, with a presence in 60 countries
and an industrial footprint in 18 countries. Guided by a philosophy
to produce safe, sustainable steel, we are the leading supplier of
quality steel in the major global steel markets including
automotive, construction, household appliances and packaging, with
world-class research and development and outstanding distribution
networks.
Through our core values of
sustainability, quality and leadership, we operate responsibly with
respect to the health, safety and wellbeing of our employees,
contractors and the communities in which we operate.
For us, steel is the fabric of
life, as it is at the heart of the modern world from railways to
cars and washing machines. We are actively researching and
producing steel-based technologies and solutions that make many of
the products and components people use in their everyday lives more
energy efficient.
We are one of the world's five
largest producers of iron ore and metallurgical coal. With a
geographically diversified portfolio of iron ore and coal assets,
we are strategically positioned to serve our network of steel
plants and the external global market. While our steel operations
are important customers, our supply to the external market is
increasing as we grow.
In 2016, ArcelorMittal had
revenues of $56.8 billion and crude steel production of 90.8
million tonnes, while own iron ore production reached 55.2 million
tonnes.
ArcelorMittal is listed on the
stock exchanges of New York (MT), Amsterdam (MT), Paris (MT),
Luxembourg (MT) and on the Spanish stock exchanges of Barcelona,
Bilbao, Madrid and Valencia (MTS).
For more information about
ArcelorMittal please visit:
http://corporate.arcelormittal.com/
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Contact information ArcelorMittal Investor
Relations |
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|
|
Europe |
+442075431156 |
Americas |
+13128993985 |
Retail |
+442075431156 |
SRI |
+442075431156 |
Bonds/Credit |
+33171921026 |
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Contact information ArcelorMittal Corporate
Communications |
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E-mail: |
press@arcelormittal.com |
Phone: |
+442076297988 |
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ArcelorMittal Corporate
Communications |
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Paul Weigh |
+442032142419 |
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France |
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Image 7 |
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Sylvie Dumaine / Anne-Charlotte Creach |
+33153707470
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