Current Report Filing (8-k)
May 21 2020 - 6:05AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): May 20, 2020
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-16811
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25-1897152
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices,
and Zip Code)
(412) 433-1121
Registrant’s Telephone Number,
Including Area Code
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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X
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New York Stock Exchange
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Common Stock
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X
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Chicago Stock Exchange
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Item 7.01. Regulation FD Disclosure
On May 20, 2020, in connection with
the offering of the secured notes (as described below), United States Steel Corporation (the “Company”) disclosed certain
information to prospective investors in a preliminary offering memorandum, dated May 20, 2020. The preliminary offering memorandum
included information that supplements or updates certain prior disclosures of the Company. Such information is attached hereto
as Exhibit 99.1 and is being furnished under Item 7.01 of this Current Report on Form 8-K.
In accordance with General Instruction
B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01
of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such
information and exhibits be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On May 20, 2020, the Company issued
a press release announcing that it has commenced a private offering of $700 million aggregate principal amount of senior secured
notes due 2025 (the “secured notes”). The secured notes are being offered only to persons reasonably believed to be
“qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. A copy of
the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Current Report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to buy, any security, and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNITED STATES STEEL CORPORATION
By:
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/s/ Duane D. Holloway
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Name:
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Duane D. Holloway
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Title:
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Senior Vice President, General Counsel and Chief Ethics & Compliance Officer
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Dated: May 20, 2020
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