PITTSBURGH, May 10, 2016 /PRNewswire/ -- United States Steel
Corporation (NYSE: X) announced today the commencement of tender
offers to purchase (each offer a "Tender Offer" and collectively,
the "Tender Offers") for cash, subject to certain terms and
conditions, up to a total of $500
million aggregate principal amount of its outstanding 7.000%
senior notes due 2018 (the "2018 Notes"), 7.375% senior notes due
2020 (the "2020 Notes") and 6.875% senior notes due 2021 (the "2021
Notes" and, together with the 2018 Notes and the 2020 Notes, the
"Securities"), subject to the Series Maximum Tender Amount (as
defined below) for each of the 2020 Notes and the 2021 Notes
(collectively, the "Capped Securities").
The Tender Offers are scheduled to expire at 11:59 p.m. EDT on June 7,
2016 (the "Expiration Date"), unless extended or earlier
terminated by U. S. Steel. The Tender Offers are being made
pursuant to an Offer to Purchase dated May
10, 2016 and a related Letter of Transmittal dated
May 10, 2016 (together, the "Tender
Offer Materials"), which set forth a more detailed description of
the Tender Offers. Holders of the Securities are urged to carefully
read the Tender Offer Materials before making any decision with
respect to the Tender Offers.
The aggregate principal amount of the Securities that may be
purchased pursuant to the Tender Offers will not exceed
$500,000,000 (the "Tender Cap
Amount"). The aggregate principal amount of each series of Capped
Securities that may be purchased pursuant to the Tender Offers will
not exceed the applicable maximum tender amount set forth in the
table below (with respect to each series of Capped Securities, the
"Series Maximum Tender Amount"). Subject to the Tender Cap Amount
and the Series Maximum Tender Amounts, the aggregate principal
amount of any series of Securities that is purchased in a Tender
Offer will be based on the acceptance priority level for such
series, as set forth in the table below (the "Acceptance Priority
Level"). As discussed in more detail in the Tender Offer Materials,
U. S. Steel reserves the right, but is under no obligation, to
increase or decrease any or all of the Series Maximum Tender
Amounts or the Tender Cap Amount, at any time, subject to
compliance with applicable law.
The following table sets forth certain terms of the Tender
Offers:
|
|
|
|
|
Dollars per $1,000
Principal
Amount of Securities
|
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority Level
|
Series Maximum
Tender Amount
|
Tender Offer
Consideration(1)
|
Early Tender
Premium
|
Total
Consideration(1)(2)
|
7.000% Senior Notes
due
2018
|
912656AG0
|
$486,967,000
|
1
|
N/A
|
$1,020.00
|
$50.00
|
$1,070.00
|
7.375% Senior Notes due
2020
|
912909AF5
|
$600,000,000
|
2
|
$150,000,000
|
$810.00
|
$50.00
|
$860.00
|
6.875% Senior Notes due
2021
|
912909AJ7
|
$275,000,000
|
3
|
$50,000,000
|
$770.00
|
$50.00
|
$820.00
|
(1) Excludes accrued and unpaid interest up
to, but not including, the applicable Settlement Date, which will
be paid in addition to the Tender Offer Consideration or Total
Consideration, as applicable.
(2) Includes the Early Tender Premium.
The total consideration (the "Total Consideration") payable for
each $1,000 principal amount of
Securities validly tendered at or prior to 5:00 p.m., EDT, on May 23,
2016 (such date and time, as it may be extended, the "Early
Tender Date") and accepted for purchase pursuant to the Tender
Offers will be the applicable total consideration for such series
of Securities set forth in the table above. The Total Consideration
includes the early tender premium for such series of Securities
also set forth in the table above (the "Early Tender Premium").
Holders must validly tender and not subsequently validly withdraw
their Securities at or prior to the Early Tender Date in order to
be eligible to receive the Total Consideration for such Securities
purchased in the Tender Offers.
Subject to the terms and conditions of the Tender Offers, each
Holder who validly tenders and does not subsequently validly
withdraw their Securities at or prior to the Early Tender Date will
be entitled to receive the Total Consideration, plus accrued and
unpaid interest up to, but not including, the applicable Settlement
Date (as defined below) if and when such Securities are accepted
for payment. Holders who validly tender their Securities after the
Early Tender Date but at or prior to the Expiration Date will be
entitled to receive the tender offer consideration equal to the
applicable Total Consideration less the Early Tender Premium (the
"Tender Offer Consideration"), plus accrued and unpaid interest up
to, but not including, the applicable Settlement Date, if and when
such Securities are accepted for payment.
U. S. Steel reserves the right but is under no obligation, at
any point following the Early Tender Date and before the Expiration
Date, to accept for purchase any Securities validly tendered at or
prior to the Early Tender Date (the "Early Settlement Date"). The
Early Settlement Date will be determined at U. S. Steel's option
and is currently expected to occur on the first business day
following the Early Tender Date, subject to all conditions to the
Tender Offers having been satisfied or waived. The expected Early
Settlement Date is May 24, 2016,
unless extended by U. S. Steel, assuming all conditions to the
Tender Offers have been satisfied or waived.
Irrespective of whether U. S. Steel chooses to exercise its
option to have an Early Settlement Date, U. S. Steel will purchase
any remaining Securities that have been validly tendered by the
Expiration Date and that it chooses to accept for purchase, subject
to the applicable Series Maximum Tender Amounts, the Tender Cap
Amount, the application of the Acceptance Priority Levels and all
conditions to the Tender Offers having been satisfied or waived by
U. S. Steel, on a date immediately following the Expiration Date
(the "Final Settlement Date" and each of the Early Settlement Date
and Final Settlement Date, a "Settlement Date"). The Final
Settlement Date is expected to occur on the first business day
following the Expiration Date, subject to all conditions to the
Tender Offers having been satisfied or waived by U. S. Steel. The
expected Final Settlement Date is June 8,
2016, unless extended by U. S. Steel, assuming all
conditions to the Tender Offers have been satisfied or waived.
To receive either the Total Consideration or the Tender Offer
Consideration, holders of the Securities must validly tender and
not validly withdraw their Securities prior to the Early Tender
Date or the Expiration Date, respectively. Securities tendered may
be withdrawn from the Tender Offers at or prior to, but not after,
5:00 p.m., EDT, on May 23, 2016, unless extended, by following the
procedures described in the Tender Offer Materials.
Subject to each Series Maximum Tender Amount, the Tender Cap
Amount, the application of the Acceptance Priority Levels and the
other terms and conditions described in the Tender Offer Materials,
and U. S. Steel's right to increase or decrease any or all of the
Series Maximum Tender Amounts and the Tender Cap Amount, U. S.
Steel intends to accept for payment all Securities validly tendered
at or prior to the Expiration Date, and will only prorate the
Securities if the aggregate principal amount of Capped Securities
validly tendered at or prior to the Early Tender Date or the
Expiration Date, as applicable, exceeds the applicable Series
Maximum Tender Amount, or if the aggregate principal amount of
Securities of all series validly tendered at or prior to the Early
Tender Date or the Expiration Date, as applicable, exceeds
the Tender Cap Amount.
The amounts of each series of Securities that are purchased in
the Tender Offer will be determined in accordance with the
Acceptance Priority Levels set forth in the Offer to Purchase and
referenced in the table above, with 1 being the highest Acceptance
Priority Level and 3 being the lowest Acceptance Priority Level. At
the applicable Settlement Date, all Securities validly tendered and
not validly withdrawn in the Tender Offer having a higher
(i.e., lower numerical) Acceptance Priority Level will be
accepted before any tendered Securities having a lower
(i.e., higher numerical) Acceptance Priority Level are
accepted in the Tender Offer, subject to the applicable Series
Maximum Tender Amounts.
If the aggregate principal amount of any Securities tendered and
not validly withdrawn in the Tender Offer exceeds the amount of the
applicable Series Maximum Tender Amount or the Tender Cap Amount,
as applicable, remaining available for application, then, if any
Securities of such series are purchased, U. S. Steel will accept
such Securities on a pro rata basis. Subject to the applicable
Series Maximum Tender Amounts, in the event that Securities with a
certain Acceptance Priority Level are accepted on such a pro rata
basis, no series of Securities with a lower (i.e., higher
numerical) Acceptance Priority Level will be accepted for
payment.
If the Tender Offers are not fully subscribed as of the Early
Tender Date and we elect to have an Early Settlement Date, Holders
who validly tender Securities after the Early Tender Date may be
subject to proration, whereas Holders who validly tender Securities
at or prior to the Early Tender Date will not be subject to
proration, subject to the applicable Series Maximum Tender Amounts.
In addition, if the aggregate principal amount of Capped Securities
validly tendered in the applicable Tender Offer at or prior to the
Early Tender Date exceeds the applicable Series Maximum Tender
Amount, or if the aggregate principal amount of Securities of all
series validly tendered at or prior to the Early Tender Date
exceeds the Tender Cap Amount and we elect to have an Early
Settlement Date, Securities tendered after the Early Tender Date
will not be eligible for purchase, unless the applicable Series
Maximum Tender Amount or the Tender Cap Amount is increased, as the
case may be.
However, in the event we do not elect to have an Early
Settlement Date and the applicable Tender Offer is fully
subscribed, or the aggregate principal amount of Securities of all
series validly tendered at or prior to the Expiration Date exceeds
the Tender Cap Amount, as applicable, all Holders who validly
tendered Securities will be subject to proration, subject to the
application of the Acceptance Priority Levels and the Series
Maximum Tender Amounts. Securities which were not accepted for
purchase due to the applicable Series Maximum Tender Amount, the
Tender Cap Amount or the application of the Acceptance Priority
Levels may be accepted if we increase the applicable Series Maximum
Tender Amount or the Tender Cap Amount, as applicable, which we are
entitled to do at our sole discretion, and such increase is not
fully used up by Securities validly tendered at or prior to the
Early Tender Date (in the event we elect to have an Early
Settlement Date) or by Securities purchased in a higher (i.e.,
lower numerical) Acceptance Priority Level. There can be no
assurance that we will increase any Series Maximum Tender Amount or
the Tender Cap Amount.
The obligation of U. S. Steel to accept for purchase and to pay
either the Total Consideration or Tender Offer Consideration and
the accrued and unpaid interest on the Securities pursuant to the
Tender Offers is not subject to any minimum tender condition, but
is subject to each Series Maximum Tender Amount, the Tender Cap
Amount, the application of the Acceptance Priority Levels and
certain other conditions described in the Tender Offer
Materials.
U. S. Steel has retained BofA Merrill Lynch, Credit Suisse,
Goldman, Sachs & Co. and J.P. Morgan to serve as Dealer
Managers for the Tender Offers. D.F.
King & Co., Inc. has been retained to serve as the
Information Agent and Tender Agent for the Tender Offers. Questions
regarding the Tender Offers may be directed to BofA Merrill Lynch
at 214 North Tryon Street, 21st Floor Charlotte, North Carolina 28255, Attn:
Liability Management Group, Collect: (980) 388-3646, Toll-Free: (888) 292-0070, Credit Suisse at 11
Madison Avenue New York, New York
10010, Attn: Liability Management Group, (800) 820-1653
(toll-free), (212) 325-6340 (collect), Goldman, Sachs & Co. at
200 West Street, 7th Floor, New York, New
York 10282, Attn: Liability Management Group, (800) 828-3182
(toll-free), (212) 902-6941 (collect) and J.P. Morgan Securities
LLC at 383 Madison Avenue, 3rd Floor New York,
New York 10179 Attn:
Liability Management Group, Collect: (212) 834-3424, Toll-Free: (866) 834-4666. Requests for the
Tender Offer Materials may be directed to D.F. King & Co., Inc. at 48 Wall Street,
New York, New York 10005, Attn:
Peter Aymar, (212) 269-5550 (for
banks and brokers) or (866) 796-7179 (for all others) or email at
uss@dfking.com.
U. S. Steel is making the Tender Offers only by, and pursuant
to, the terms of the Tender Offer Materials. None of U. S. Steel,
the Dealer Managers, the Information Agent and Tender Agent make
any recommendation as to whether Holders should tender or refrain
from tendering their Securities. Holders must make their own
decision as to whether to tender Securities and, if so, the
principal amount of the Securities to tender. The Tender
Offers are not being made to holders of Securities 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 Offers to be made by a
licensed broker or dealer, the Tender Offers will be deemed to be
made on behalf of U. S. Steel 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
new securities, nor does it constitute an offer or solicitation in
any jurisdiction in which such offer or solicitation is
unlawful. Capitalized terms used in this press release but
not otherwise defined herein have the meanings assigned to them in
the Tender Offer Materials.
Cautionary Statement
All statements included in this press release, other than
historical information or statements of historical fact, are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Words such as, but not limited to,
"believes," "expects," "anticipates," "estimates," "intends,"
"plans," "could," "may," "will," "should," and similar expressions
are intended to identify forward-looking statements. All
forward-looking statements rely on a number of assumptions,
estimates and data concerning future results and events and are
subject to a number of uncertainties and other factors, many of
which are outside the Company's control that could cause actual
results to differ materially from those reflected in such
statements. Accordingly, U. S. Steel cautions that the
forward-looking statements contained herein are qualified by these
and other important factors and uncertainties that could cause
results to differ materially from those reflected by such
statements. For more information on the potential factors, please
review U. S. Steel's filings with the Securities and Exchange
Commission, including, but not limited to, U. S. Steel's Annual
Report on Form 10-K, its Quarterly Reports on Form 10-Q and its
Current Reports on Form 8-K.
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SOURCE United States Steel Corporation