CLEVELAND, March 11, 2015 /PRNewswire/ -- Cliffs Natural
Resources Inc. (NYSE: CLF) today announced the results to date
of its pending private offers to exchange (the "Exchange Offers")
its newly issued 7.75% Senior Secured Notes due 2020 (the "Senior
Secured Notes") for certain outstanding senior unsecured notes of
Cliffs listed in the table below (the "Existing Notes"). As of
5:00 p.m., New York City time, on March 11, 2015 (the "Early Tender Date"), a total
of approximately $635.0 million
principal amount of Existing Notes (as defined below) had been
tendered in the Exchange Offers.
Cliffs also announced that the Early Tender Date for the
Exchange Offers has been extended to midnight, New York City time, on March 25, 2015. Accordingly, all Existing Notes
tendered prior to the extended Early Tender Date will be eligible
to receive the "Total Exchange Consideration" shown in the table
below, which includes the "Early Tender Premium" of $50 in principal amount of Senior Secured
Notes.
Title of
Series/CUSIP Number of Existing Notes
|
Aggregate
Principal Amount Outstanding
(millions)
|
Acceptance Cap
(millions)
|
Acceptance
Priority Level
|
Principal Amount
of
Senior Secured Notes(1)
|
Principal
Amount
Tendered
(millions)
|
Exchange
Consideration
|
Early Tender
Premium
|
Total Exchange
Consideration(2)
|
6.25% Senior Notes
due 2040 /
18683K AC5
|
$754.1
|
$400.0
|
1
|
$730.00
|
$50
|
$780.00
|
$253.5
|
4.875% Senior Notes
due 2021 /
18683K AD3
|
$631.7
|
N/A
|
2
|
$768.75
|
$50
|
$818.75
|
$193.1
|
4.80% Senior Notes
due 2020 /
18683K AB7
|
$446.2
|
N/A
|
3
|
$771.25
|
$50
|
$821.25
|
$127.5
|
5.90% Senior Notes
due 2020 /
18683K AA9
|
$393.8
|
N/A
|
4
|
$810.00
|
$50
|
$860.00
|
$60.8
|
___________________
(1) For each $1,000
principal amount of Existing Notes
(2) Includes the Early Tender Premium of $50 in principal amount of Senior Secured
Notes
The aggregate principal amount of Senior Secured Notes to be
issued for all validly tendered Existing Notes is approximately
$512.9 million based on the results
as of the Early Tender Date. Under the terms of the Exchange
Offers, the aggregate principal amount of Senior Secured Notes to
be issued in the Exchange Offers is limited to $1,250 million (the "Maximum Exchange Amount").
Based on the results to date, all Existing Notes tendered to date
in the Exchange Offers, including all 6.25% Senior Notes due 2040,
would be accepted for exchange.
Eligible holders of Existing Notes accepted for exchange in the
Exchange Offers will also receive a cash payment equal to the
accrued and unpaid interest in respect of such Existing Notes from
the applicable most recent interest payment date to, but not
including, the settlement date of the Exchange Offers. Interest on
the Senior Secured Notes will accrue from such settlement date,
which will occur promptly after March 25,
2015 (the "Expiration Date").
The Exchange Offers will expire at midnight, New York City time, on the Expiration Date.
The deadline for investors to withdraw tenders of Existing Notes
has passed. Accordingly tendered Existing Notes may no longer be
withdrawn, except in certain limited circumstances described in the
offering memorandum and related letter of transmittal.
The consummation of the Exchange Offers is conditioned upon
Cliffs having refinanced its existing revolving credit facility on
terms and conditions satisfactory to Cliffs in its discretion. This
refinancing may consist of Cliffs issuing approximately
$500 million principal amount of
senior secured first lien notes due 2020 and entering into the ABL
Facility. The ABL Facility may provide up to $550 million of senior secured borrowing
availability on a revolving basis, subject to borrowing base
limitations. The Company intends to use the net proceeds from the
refinancing for general corporate purposes. There can be no
assurance that the refinancing will be consummated or as to the
terms thereof.
The Exchange Offers are also conditioned on the satisfaction or
waiver of certain customary additional conditions, as described in
the offering memorandum and related letter of transmittal. The
Exchange Offers are not conditioned upon any minimum amount of
Existing Notes being tendered. The Exchange Offers for the Existing
Notes may be amended, extended or terminated, in each case either
as a whole, or independently with respect to any one or more
particular series of Existing Notes.
The Company has retained BofA Merrill Lynch, Jefferies, Deutsche
Bank Securities and Credit Suisse to serve as Dealer Managers for
the Exchange Offers. Questions regarding the Exchange Offers may be
directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 388-3646 (collect).The offering memorandum and other
documents relating to the Exchange Offers will only be distributed
to holders who complete and return an eligibility form confirming
that they are (i) "qualified institutional buyers" within the
meaning of Rule 144A under the Securities Act or (ii) not "U.S.
persons" and are outside of the United
States within the meaning of Regulation S under the
Securities Act (such persons, "Eligible Holders"). Holders who
desire to obtain and complete an eligibility form should either
visit the website for this purpose at
http://www.gbsc-usa.com/eligibility/cliffs or call Global
Bondholder Services Corporation, the Information Agent and
Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or
(212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only by, and pursuant
to, the terms of the offering memorandum, including the supplement,
and related letter of transmittal. Eligible Holders are urged to
carefully read the offering memorandum, the supplement and related
letter of transmittal before making any decision with respect to
the Exchange Offers. None of the Company, the Dealer
Managers, the Information Agent and the Depositary make any
recommendation as to whether Eligible Holders should tender or
refrain from tendering their Existing Notes. Eligible Holders must
make their own decision as to whether to tender Existing Notes and,
if so, the principal amount of the Existing Notes to tender. The
Exchange Offers are not being made to holders of Existing 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. In any jurisdiction in which the securities laws
or blue sky laws require the Exchange Offers to be made by a
licensed broker or dealer, the Exchange Offers will be deemed to be
made on behalf of Cliffs by the Dealer Managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
This press release does not constitute an offer to purchase
securities or a solicitation of an offer to sell any securities or
an offer to sell or the solicitation of an offer to purchase any
securities, nor does it constitute an offer or solicitation in any
jurisdiction in which such offer or solicitation is unlawful.
About Cliffs Natural Resources Inc.
Cliffs Natural
Resources Inc. is a leading mining and natural resources company in
the United States. The Company is
a major supplier of iron ore pellets to the North American steel
industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also operates an iron ore
mining complex in Western
Australia. Additionally, Cliffs produces low-volatile
metallurgical coal in the U.S. from its mines located in
Alabama and West Virginia.
Driven by the core values of safety, social, environmental and
capital stewardship, Cliffs' employees endeavor to provide all
stakeholders operating and financial transparency.
Forward-Looking Statements
This release contains
forward-looking statements within the meaning of the federal
securities laws. Although Cliffs believes that these
forward-looking statements and the underlying assumptions are
reasonable, we cannot assure you that they will prove to be
correct. Forward-looking statements involve a number of risks and
uncertainties, and there are factors that could cause actual
results to differ materially from those expressed or implied in our
forward-looking statements. These risk factors include without
limitation: our ability to successfully execute an exit
option for our Bloom Lake mine that minimizes the cash outflows and
associated liabilities of our Canadian operations including the
Companies' Creditors Arrangement Act (Canada) process; trends affecting our
financial condition, results of operations or future prospects,
particularly the continued volatility of iron ore and coal prices;
our actual levels of capital spending; availability of capital and
our ability to maintain adequate liquidity and successfully
implement our financing plans; uncertainty or weaknesses in global
economic conditions, including downward pressure on prices, reduced
market demand and any slowing of the economic growth rate in
China; our ability to successfully
identify and consummate any strategic investments and complete
planned divestitures; the outcome of any contractual disputes with
our customers, joint venture partners or significant energy,
material or service providers or any other litigation or
arbitration; the ability of our customers and joint venture
partners to meet their obligations to us on a timely basis or at
all; our ability to reach agreement with our iron ore customers
regarding any modifications to sales contract provisions; the
impact of price-adjustment factors on our sales contracts; changes
in sales volume or mix; our actual economic iron ore and coal
reserves or reductions in current mineral estimates, including
whether any mineralized material qualifies as a reserve; the impact
of our customers using other methods to produce steel or reducing
their steel production; events or circumstances that could impair
or adversely impact the viability of a mine and the carrying value
of associated assets, as well as any resulting impairment charges;
the results of prefeasibility and feasibility studies in relation
to projects; impacts of existing and increasing governmental
regulation and related costs and liabilities, including failure to
receive or maintain required operating and environmental permits,
approvals, modifications or other authorization of, or from, any
governmental or regulatory entity and costs related to implementing
improvements to ensure compliance with regulatory changes; our
ability to cost-effectively achieve planned production rates or
levels; uncertainties associated with natural disasters, weather
conditions, unanticipated geological conditions, supply or price of
energy, equipment failures and other unexpected events; adverse
changes in currency values, currency exchange rates, interest rates
and tax laws; our ability to maintain appropriate relations with
unions and employees and enter into or renew collective bargaining
agreements on satisfactory terms; risks related to international
operations; availability of capital equipment and component parts;
the potential existence of significant deficiencies or material
weakness in our internal control over financial reporting; problems
or uncertainties with productivity, tons mined, transportation,
mine-closure obligations, environmental liabilities,
employee-benefit costs and other risks of the mining industry; the
satisfaction of the conditions precedent to completing the Exchange
Offers, including refinancing the existing credit facility,
entering into the ABL Facility and the completion of the offering
of the New First Lien Notes, and our ability to consummate any or
all of the Exchange Offers; and other factors and risks that are
set forth in the Company's most recently filed reports with the
U.S. Securities and Exchange Commission. The information contained
herein speaks as of the date of this release and may be superseded
by subsequent events. Except as may be required by applicable
securities laws, we do not undertake any obligation to revise or
update any forward-looking statements contained in this
release.
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SOURCE Cliffs Natural Resources Inc.