ArcelorMittal announces offer to purchase for cash any and all of
its 6.125% Notes due 2025
Title of Security |
CUSIP/ISIN |
Principal Amount Issued |
Outstanding Principal Amount |
Tender Consideration(1) |
6.125% notes due 2025 |
03938LAZ7/US03938LAZ76 |
U.S.$500,000,000 |
U.S.$500,000,000 |
U.S.$1,170 |
(1) Per
U.S.$1,000 principal amount of Notes validly tendered and not
validly withdrawn. Does not include Accrued Interest (as defined
below) which will be payable to holders who tender Notes that are
accepted for purchase by the
Company. October
5, 2020– 16:00 CET – ArcelorMittal (the
“Company” or “ArcelorMittal”)
announces the launch of its tender offer (the
“Offer”) to purchase for cash, any and all of its
outstanding 6.125% notes due 2025 (CUSIP 03938LAZ7/ISIN
US03938LAZ76) (the “Notes”).
This announcement does not contain the full terms and conditions
of the Offer, which are contained in the offer to purchase dated
October 5, 2020 (as it may be amended or supplemented from time to
time, the “Offer to Purchase”) and the Notice of
Guaranteed Delivery, 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 5:00
p.m., New York City time, on October 13, 2020, unless extended or
earlier terminated (as may be extended or earlier terminated, the
“Expiration Time”). Notes must be tendered in
accordance with the procedures set forth in the Offer to Purchase.
Subject to certain conditions, holders may tender Notes in the
Offer pursuant to guaranteed delivery procedures by transmitting a
Notice of Guaranteed Delivery to the Tender Agent prior to the
Expiration Time, as described in more detail in the section “The
Offer— Procedures for Tendering Notes—Guaranteed Delivery Procedure
for Notes” in the Offer to Purchase.
With respect to the Notes validly tendered prior to the
Expiration Date and not validly withdrawn and accepted for purchase
by the Company, other than Notes tendered pursuant to the
guaranteed delivery procedures, the Company expects to pay the
notes tender consideration (the “Tender
Consideration”), which is the U.S. dollar amount payable
per U.S.$1,000 principal amount of the Notes set forth in the table
above, together with any Accrued Interest (as defined below), to
the holders thereof on the second Business Day after the Expiration
Time (the “Any and All Settlement Date”). With
respect to Notes tendered pursuant to the guaranteed delivery
procedures and accepted for purchase by the Company, if any, the
Company expects to pay the Tender Consideration, together with any
Accrued Interest, to the holders thereof on the third Business Day
after the Expiration Time. For the avoidance of doubt, interest
will cease to accrue on the Any and All Settlement Date for all
Notes accepted in the Offer, including any Notes tendered by the
guaranteed delivery procedures.
The Tender Consideration will be payable in cash. In addition to
the Tender Consideration, holders who tender Notes that are
accepted for purchase by the Company pursuant to the Offer will
also be paid accrued and unpaid interest from, and including, the
immediately preceding interest payment date for the Notes to, but
excluding, the Any and All Settlement Date (the “Accrued
Interest”). Accrued Interest for each U.S.$1,000 principal
amount of such Notes validly tendered (and not validly withdrawn)
and accepted for purchase will be rounded to the nearest U.S.$0.01,
with U.S.$0.005 being rounded upwards.
Notes tendered may only be withdrawn at or prior
to 5:00 p.m., New York City time, on October 13, 2020 (such date
and time, as the same may be extended, the “Withdrawal
Deadline”) but, except as otherwise provided, not
thereafter.
The relevant deadline set by the relevant clearing
system or any intermediary for the submission of tender
instructions may be earlier than the deadlines set out
herein.
Concurrently with the Offer, ArcelorMittal is also announcing
the commencement of an invitation (the “Invitation for
Offers” and the “Concurrent European
Offer”) to non-U.S. holders outside of the United States
to tender for cash certain EUR denominated bonds issued by
ArcelorMittal. Invitations to the Concurrent European Offer are not
open to any holder of such notes that is in the United States or
aU.S. Person (as defined in Regulation S under the U.S. Securities
Act of 1933, as amended) or a U.S.resident. If you are in the
United States, a U.S. Person or a U.S. resident that holds any such
notes, you may not offer to sell them pursuant to such invitation.
You may not tender any notes in the Offer otherthan the Notes
specified on the cover page of the Offer to Purchase. The
Concurrent European Offer is not being made pursuant to the Offer
to Purchase.
ArcelorMittal will fund the Offer and the Concurrent European
Offer with existing cash resources. The Offer is being made to
reduce the Company’s gross debt through the early repayment and
cancelation of the Notes that are accepted for purchase pursuant to
the Offer. Similarly, the Concurrent European Offer (as described
and defined above, and on which this Offer is not conditional) is
being made to reduce the Company’s gross debt through the early
repayment and cancellation of the Euro Notes that are accepted for
purchase pursuant to the Concurrent European Offer.
BBVA Securities Inc., Citigroup Global Markets Limited, HSBC
Bank plc, Mizuho Securities USA LLC and Natixis have been appointed
to serve as dealer managers for the Offer (the “Dealer
Managers”). D.F. King has been retained to serve as the
information agent and tender agent in connection with the
Offer.
For additional information regarding the terms of the Offer,
please contact BBVA Securities Inc. by email at
liabilitymanagement@bbva.com or by telephone at +44 20 7397 6061
(London) or +1 800 422 8692 (toll free within the U.S.) or +1 212
728 2446 (collect), Citigroup Global Markets Limited by e-mail at
liabilitymanagement.europe@citi.com or by telephone at +44 20 7986
8969 (London) or +1 800 558 3745 (toll free within the U.S.) or +1
212 723 6106 (collect), HSBC Bank plc by email at
liability.management@hsbcib.com or telephone at +44 20 7992 6237
(London), +1 888 HSBC 4LM (+1 888 472 2456) (toll free within the
U.S.) or +1 212 525 5552 (collect), Mizuho Securities USA LLC by
telephone at +44 20 7090 6134 (London) or +1 866 271 7403 (toll
free within the U.S.) or +1 212 205 7736 (collect) or Natixis by
email at nydebtcapitalmarkets@natixis.com or telephone at +1 212
698 3108 (collect). Requests for documents and questions regarding
the tender of Notes may be directed to D.F. King via e-mail:
arcelormittal@dfkingltd.com or telephone: New York: +1 877 536-1561
(toll free within U.S.) or at + 1 212 269 5550
(collect) and +44 20 7920 9700 (London).
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 https://sites.dfkingltd.com/arcelormittal and may also
be obtained at no charge from D.F. King.
The times and dates above are subject, where applicable, to the
right of the Company to extend, re-open, amend, limit, terminate or
withdraw the Offer, subject to applicable law. Accordingly, the
actual timetable may differ significantly from the expected
timetable set out above.
Holders should confirm with the bank, securities broker or any
other intermediary through which they hold their Notes whether such
intermediary needs to receive instructions from a holder before the
deadlines specified above in order for that holder to be able to
participate in, or withdraw their instruction to participate in,
the Offer. 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 Offer. It is also not an invitation to any holder
of the bonds which are subject of the Concurrent European Offer to
offer to sell such bonds to the Company, which is being made by a
separate Invitation for Offers. The Company is making the Offer
only by, and pursuant to the terms of, the Offer to Purchase. The
Offer is 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.
This announcement and the Offer to Purchase (including the
documents incorporated by reference therein) contain important
information which should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to the
contents of this announcement or the Offer to Purchase or the
action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Offer.
###United Kingdom. This
announcement and the Offer to Purchase are for distribution only to
persons who (i) are outside the United Kingdom; (ii) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the
“Order”); (iii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Order; (iv) are members or creditors of
certain bodies corporate as defined by or within Article 43(2) of
the Order; or (v) are persons to whom an invitation or inducement
to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “relevant persons”). This
announcement and the Offer to Purchase are directed only at
relevant persons and must not be acted or relied on by persons who
are not relevant persons. Any investment or investment activity to
which this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
European Economic Area and the United
Kingdom. In any European Economic Area
(“EEA”) member state and the United Kingdom (each,
a “Relevant State”), this announcement and the
Offer to Purchase is only addressed to and is only directed at
qualified investors within the meaning of Regulation (EU) 2017/1129
(as amended or superseded) (the “Prospectus
Regulation”), in that Relevant State. Each person in a
Relevant State who receives any communication in respect of the
Offer contemplated in the Offer to Purchase will be deemed to have
represented, warranted and agreed to and with the Dealer Managers
and the Company that it is a qualified investor within the meaning
of Article 2(e) of the Prospectus Regulation.
France. The Offer to Purchase nor any other
documents or offering materials relating to the Offer have been
distributed or caused to be distributed and will not be distributed
or caused to be distributed in France, other than to qualified
investors (investisseurs qualifiés), as defined in Article L. 411-2
1° of the French Code monétaire et financier and in Article 2(e) of
the Prospectus Regulation. Neither the Offer to Purchase, nor any
other such offering material has been submitted for clearance to
the Autorité des marchés financiers. By participating in the Offer,
an investor resident and/or located in France will be deemed to
represent and warrant to the Company, the Dealer Managers and the
Information and Tender Agent that it is a qualified investor.
Italy. None of the Offer, the
Offer to Purchase or any other documents or materials relating to
the Offer have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa
(“CONSOB”), pursuant to applicable Italian laws
and regulations.
The Offer is being carried out in the Republic
of Italy (“Italy”) as an exempted offer pursuant
to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of
February 24, 1998, as amended (the “Consolidated
Financial Act”) and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of May 14, 1999, as amended (the
“Issuer’s Regulation”). The Offer is also being
carried out in compliance with article 35-bis, paragraph 7 of the
Issuers’ Regulation.
Holders or beneficial owners of the Notes
located in Italy may tender the Notes in the Offer through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Act, CONSOB Regulation
No. 20307 of February 15, 2018, as amended, and Legislative Decree
No. 385 of September 1, 1993, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes or the Offer.
Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or the
Offer.
This announcement contains inside
information for the purposes of Article 7 of Regulation (EU) No
596/2014.
About ArcelorMittal
ArcelorMittal is the world's leading steel and mining company,
with a presence in 60 countries and primary steelmaking facilities
in 18 countries. In 2019, ArcelorMittal had revenues of U.S.$70.6
billion and crude steel production of 89.8 million metric tonnes,
while iron ore production reached 57.1 million metric tonnes. Our
goal is to help build a better world with smarter steels. Steels
made using innovative processes which use less energy, emit
significantly less carbon and reduce costs. Steels that are
cleaner, stronger and reusable. Steels for electric vehicles and
renewable energy infrastructure that will support societies as they
transform through this century. With steel at our core, our
inventive people and an entrepreneurial culture at heart, we will
support the world in making that change. This is what we believe it
takes to be the steel company of the future. 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 |
+44 20 7543 1156 |
Americas |
+1 312 899 3985 |
Retail |
+44 20 7543 1156 |
SRI |
+44 20 7543 1156 |
Bonds/Credit |
+33 171 921 026 |
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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 |
+44 20 3214 2419 |
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