Title of Security |
CUSIP/ISIN |
Principal Amount Issued |
Outstanding Principal Amount |
Tender
Consideration(1) |
3.600% notes due 2024 |
03938L BB9/US03938LBB99 |
U.S.$750,000,000 |
U.S.$750,000,000 |
U.S.$ 1,076.50 |
6.125% notes due 2025 |
03938LAZ7/US03938LAZ76 |
U.S.$500,000,000 |
U.S.$256,893,000 |
U.S.$ 1,176.00 |
4.550% notes due 2026 |
03938L BA1/US03938LBA17 |
U.S.$750,000,000 |
U.S.$750,000,000 |
U.S.$ 1,130.00 |
(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validly tendered and not validly withdrawn.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.June 17, 2021– 14:45 CET – ArcelorMittal (the
“Company” or “ArcelorMittal”)
announces the launch of its tender offer (the
“Offers” and each, an
“Offer”) to purchase for cash, any and all of its
series of 3.600% notes due 2024 (CUSIP 03938L BB9 / ISIN
US03938LBB99) (the “2024 Notes”), its series of
6.125% notes due 2025 (CUSIP 03938LAZ7 / ISIN US03938LAZ76) (the
“2025 Notes”) and its series of 4.550% notes due
2026 (CUSIP 03938L BA1 / ISIN US03938LBA17) (the “2026
Notes”, and together with the 2024 Notes and the 2025
Notes, the “Notes”). Following the consummation of
the Offers, the Notes that are purchased by the Company in the
Offers will be retired and cancelled and no longer remain
outstanding.
This announcement does not contain the full terms and conditions
of the Offers, which are contained in the offer to purchase dated
June 17, 2021 (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 June 24, 2021, 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
Offers 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
Offers—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 third Business Day after the Expiration
Time (the “Any and All Settlement
Date”). No early participation amount will be payable on
the Notes. 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 Offers,
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 Offers 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”).
Notes tendered may only be withdrawn at or prior
to 5:00 p.m., New York City time, on June 24, 2021 (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 Offers, ArcelorMittal is also announcing
the commencement of an invitation (the “Invitation for
Offers”) to non-U.S. holders outside of the United States
to tender for cash certain euro-denominated notes (the
“Euro Notes”) to offer to sell Euro Notes up to a
maximum aggregate principal amount of $1.5 billion less the
principal amount of Notes tendered pursuant to these Offers (the
“Concurrent European Offer”). Invitations to the
Concurrent European Offer are not open to any holder of such notes
that is in the United States or a U.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 Offers other than 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 Offers and the Concurrent European
Offer with existing cash resources. The Offers are 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 Offers. Similarly, the Concurrent European Offer (as described
and defined above, and on which these Offers are 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.
Citigroup Global Markets Limited, Credit Agricole Securities
(USA) Inc., Goldman Sachs International, Intesa Sanpaolo IMI
Securities Corp., Mizuho Securities USA LLC, SMBC Nikko Capital
Markets Europe GmbH and Société Générale have been appointed to
serve as dealer managers for the Offers (the “Dealer Managers”).
D.F. King has been retained to serve as the information agent and
tender agent in connection with the Offers.
For additional information regarding the terms of the Offers,
please contact Citigroup Global Markets Limited by email at
liabilitymanagement.europe@citi.com or by telephone at +44 20 7986
8969 or +1 800 558 3745 (toll free within the U.S.) or +1 212 723
6106 (collect) or Credit Agricole Securities (USA) Inc. by email at
us.liabilitymanagement@ca-cib.com or by telephone at +1 866 807
6030 (toll free within the U.S.) or +1 212 261 7802 (collect) or
Goldman Sachs International by email at
liabilitymanagement.eu@gs.com (London) or GS-LM-NYC@gs.com (New
York) or by telephone at +44 207 552 6157 (London) or +1 800 828
3182 (toll free within the U.S.) or +1 212 357 1452 (collect) or
Intesa Sanpaolo IMI Securities Corp. by email at
DCM.Syndicate.NY@intesasanpaolo.com or by telephone at +1 800 477
9296 (toll free within the U.S.) or +1 646 206 3662 (collect) or
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 SMBC Nikko Capital Markets Europe GmbH by email at
LM.EMEA@smbcnikko-cm.com or by telephone at +44 20 3527 7545
(London) or Société Générale by email at
liability.management@sgcib.com or by telephone at +33 1 42 13 32 40
/+33 1 42 13 79 52 or +1 855 881 2108 (toll free within the U.S.)
or +1 212 278 6964 (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
877-732-3619 (toll free within U.S.) or at
+ 1 212 269 5550 (collect) and +44 20 7920 9700
(London). All documents relating to the Offer, together with any
updates, will be available via the Offer Website:
https://sites.dfkingltd.com/ArcelorMittal.
.
The times and dates above are subject, where applicable, to the
right of the Company to extend, re-open, amend, limit, terminate or
withdraw an 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, an
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 Offers. 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
Offers only by, and pursuant to the terms of, the Offer to
Purchase. The Offers are 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 Offers. 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 Offers.
###
European Economic
Area. In any European Economic Area
(“EEA”) member state (each, a
“Member State”), the Invitation
for Offers is only addressed to and is only directed at qualified
investors within the meaning of Regulation (EU) 2017/1129 (as
amended or superseded) (the “EU Prospectus Regulation”), in that
Member State. Each person in a Member State who receives any
communication in respect of the Invitation contemplated in the
Invitation for Offers 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 each
of the EU Prospectus Regulation.
United Kingdom restrictions.
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.
France. This announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Offers 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 EU Prospectus Regulation. None
of this announcement, the Offer to Purchase, nor any other such
offering material has been submitted for clearance to the Autorité
des marchés financiers. By participating in an 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 this
announcement, the Offers, the Offer to Purchase or any other
documents or materials relating to the Offers 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 Offers are
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 Offers are 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 Offers 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
Offers.
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
Offers.
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 17 countries. In 2020, ArcelorMittal had revenues of $53.3
billion and crude steel production of 71.5 million metric tonnes,
while iron ore production reached 58.0 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 |
|
|
|
General |
+44 207 543 1128 |
Retail |
+44 203 214 2893 |
SRI |
+44 203 214 2801 |
Bonds/Credit |
+33 171 921 026 |
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|
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Contact
information ArcelorMittal Corporate
Communications |
|
E-mail: |
press@arcelormittal.com |
Paul Weigh |
+44 203 214 2419 |
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