CLEVELAND, March 25, 2015 /PRNewswire/ -- Cliffs
Natural Resources Inc. (NYSE: CLF) ("Cliffs" or the "Company")
announced today that it has priced $540
million aggregate principal amount of 8.25% Senior Secured
Notes due March 31, 2020 (the "New
First Lien Notes") in an offering that is exempt from the
registration requirements of the Securities Act of 1933 (the
"Securities Act"). The New First Lien Notes will be jointly and
severally and fully and unconditionally guaranteed on a senior
secured basis by substantially all of Cliffs' material domestic
subsidiaries and will be secured (subject in each case to certain
exceptions and permitted liens) by (i) a first-priority lien on
substantially all of Cliffs' assets and the assets of the
guarantors (other than accounts receivable and other rights to
payment, inventory, as-extracted collateral, investment property,
certain general intangibles and commercial tort claims, certain
mobile equipment, commodities accounts, deposit accounts,
securities accounts and other related assets and proceeds and
products of each of the foregoing (collectively, the "ABL
Collateral")), and (ii) a second-priority lien (junior to the ABL
Facility (as defined below)) on the ABL Collateral. Cliffs' assets
and the assets of the guarantors that secure the New First Lien
Notes on a first-priority basis, together with the ABL Collateral,
will include substantially all of the assets of Cliffs and the
guarantors, subject to certain customary exceptions.
The Company estimates that it will receive net proceeds, after
the initial purchasers' discounts and the payment of fees and
expenses, of approximately $491.4
million. The Company intends to use the net proceeds from
the offering of the New First Lien Notes to repay all amounts
outstanding under its existing revolving credit facility and for
general corporate purposes.
The closing of the New First Lien Notes offering is expected to
occur on March 30, 2015, subject to
satisfaction of customary closing conditions.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities. The New First Lien
Notes and related guarantees were offered only to qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act, and outside
the United States to non-U.S.
persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The New First Lien Notes and
the related guarantees have not been and will not be registered
under the Securities Act, or the securities laws of any state or
other jurisdiction, and may not be offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.
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.
News releases and other information on the Company are available
at: http://www.cliffsnaturalresources.com.
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 offering
of the New First Lien Notes and the Company's previously announced
exchange offers, including refinancing the existing revolving
credit facility and entering into a new senior secured asset-based
credit facility (the "ABL Facility"), and its 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.