CLEVELAND, July 31, 2015 /PRNewswire/ -- Cliffs Natural
Resources Inc. (NYSE: CLF) announced today the commencement
of an offer to purchase for cash (the "Tender Offer"), subject to
certain terms and conditions, up to $100,000,000 aggregate principal amount (the
"Maximum Amount") of its outstanding 3.95% Senior Notes due 2018
(the "Notes").
The Tender Offer is being made pursuant to an Offer to Purchase
and a related Letter of Transmittal, both dated July 31, 2015 (together, the "Tender Offer
Materials"), which set forth a more detailed description of the
Tender Offer. Holders of the Notes are urged to carefully read the
Tender Offer Materials before making any decision with respect to
the Tender Offer.
The following table sets forth certain terms of the Tender
Offer:
|
|
|
|
Dollars per $1,000
Principal
Amount of Securities
|
Title of
Security
|
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Tender Offer
Consideration(1)
|
Early Tender
Premium
|
Total
Consideration(1)(2)
|
3.95% Senior Notes
due 2018
|
|
18683K AF8
|
$436,000,000
|
$500.00
|
$50.00
|
$550.00
|
|
(1)
|
Excludes accrued and
unpaid interest up to, but not including, the Settlement Date,
which will be paid in addition to the Tender Offer Consideration or
Total Consideration, as applicable.
|
(2)
|
Includes the Early
Tender Premium.
|
Subject to the terms and conditions of the Tender Offer, each
holder of the Notes who validly tenders and does not subsequently
validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on August 13, 2015
(such date and time, as it may be extended, the "Early Tender
Date") will be eligible to receive the "Total Consideration" for
the Notes, which is $550 per
$1,000 principal amount of Notes
tendered. The Total Consideration includes the early tender premium
for the Notes of $50 per $1,000 principal amount of Notes tendered (the
"Early Tender Premium"). Holders of the Notes who validly
tender their Notes after the Early Tender Date but at or prior to
the expiration of the Tender Offer will be eligible to receive
$500 per $1,000 principal amount of Notes tendered (the
"Tender Offer Consideration"). Holders whose Notes are accepted for
purchase will also receive accrued and unpaid interest up to, but
not including, the Settlement Date (as defined below)
The Tender Offer is scheduled to expire at midnight,
New York City time, on
August 27, 2015 (the "Expiration
Date"), unless extended or earlier terminated by the Company.
Tendered Notes may not be withdrawn after 5:00 p.m., New York
City time, on August 13, 2015,
unless otherwise required by law.The Company will only accept for
purchase Notes up to the Maximum Amount. If purchasing all of
the tendered Notes would cause the Maximum Amount to be exceeded,
the amount of Notes purchased will be prorated based on the
aggregate principal amount of Notes tendered, such that the Maximum
Amount will not be exceeded. As discussed in more detail in the
Tender Offer Materials, the Company reserves the right, but is
under no obligation, to increase or decrease the Maximum Amount, at
any time, subject to compliance with applicable law.
The Company will purchase any Notes that have been validly
tendered by the Expiration Date, up to the Maximum Amount and
subject to the satisfaction and waiver of all conditions to the
Tender Offer, promptly following the Expiration Date (the
"Settlement Date"). The Settlement Date will occur promptly
following the Expiration Date and is currently expected to be on
August 28, 2015, assuming all
conditions to the Tender Offer have been satisfied or waived.
The obligation of the Company to accept for purchase and to pay
either the Total Consideration or Tender Offer Consideration and
the accrued and unpaid interest on the Notes pursuant to the Tender
Offer is not subject to any minimum tender condition, but is
subject to the Maximum Amount and the satisfaction or waiver of
certain other conditions described in the Tender Offer Materials.
The Tender Offer may be amended, extended, terminated or
withdrawn.
The Company has retained Merrill Lynch, Pierce, Fenner &
Smith Incorporated to serve as Dealer Manager for the Tender Offer.
Global Bondholder Services Corporation has been retained to serve
as the Information Agent and Depositary for the Tender Offer.
Questions regarding the Tender Offer may be directed to Merrill
Lynch, Pierce, Fenner & Smith Incorporated at 214 North Tryon
Street, Charlotte, North Carolina
28255, Attn: Debt Advisory, (888) 292-0070 (toll-free), (980)
388-3646 (collect). Requests for the Tender Offer Materials may be
directed to Global Bondholder Services Corporation at (866)
470-4300 (toll-free) or (212) 430-3774 (collect for banks and
brokers).
The Company is making the Tender Offer only by, and pursuant to,
the terms of the Tender Offer Materials. None of the Company, the
Dealer Manager, the Information Agent and the Depositary make any
recommendation as to whether holders of the Notes should tender or
refrain from tendering their Notes. Holders of the Notes must make
their own decision as to whether to tender Notes and, if so, the
principal amount of the Notes to tender. The Tender Offer is
not being made to holders of the 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 Tender Offer to be made by a licensed broker or dealer,
the Tender Offer will be deemed to be made on behalf of the Company
by the Dealer Manager 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. News releases and other information on the
Company are available at:
http://www.cliffsnaturalresources.com.
Forward-Looking Statements
This release contains statements that constitute
"forward-looking statements" within the meaning of the federal
securities laws. As a general matter, forward-looking
statements relate to anticipated trends and expectations rather
than historical matters. Forward-looking statements are
subject to uncertainties and factors relating to Cliffs' operations
and business environment that are difficult to predict and may be
beyond our control. Such uncertainties and factors may cause
actual results to differ materially from those expressed or implied
by the forward-looking statements. These statements speak
only as of the date of this release, and we undertake no ongoing
obligation, other than that imposed by law, to update these
statements. Uncertainties and risk factors that could affect
Cliffs' future performance and cause results to differ from the
forward-looking statements in this release include, but are not
limited to: our ability to successfully execute an exit option for
our Canadian entities that minimizes the cash outflows and
associated liabilities of such entities, 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; availability of capital and
our ability to maintain adequate liquidity; uncertainty or
weaknesses in global economic conditions, including downward
pressure on prices caused by oversupply or imported products,
reduced market demand and any change to the economic growth rate in
China; our ability to successfully
identify and consummate any strategic investments and complete
planned divestitures, including with respect to our North American
Coal operating segment; our ability to successfully diversify our
product mix and add new customers beyond our traditional blast
furnace clientele; 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 or renewals; the impact of
price-adjustment factors on our sales contracts; changes in sales
volume or mix; our actual levels of capital spending; 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 Tender
Offer, and our ability to consummate the Tender Offer; 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.