Current Report Filing (8-k)
May 26 2020 - 6:02AM
Edgar (US Regulatory)
0001163302
false
0001163302
2020-05-20
2020-05-21
0001163302
exch:XNYS
2020-05-20
2020-05-21
0001163302
exch:XCHI
2020-05-20
2020-05-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 22, 2020(May 21, 2020)
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
|
1-16811
|
|
25-1897152
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
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):
|
|
¨
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
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. ¨
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
|
Common Stock
|
X
|
New York Stock Exchange
|
|
Common Stock
|
X
|
Chicago Stock Exchange
|
Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2020, United States Steel
Corporation (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with the
subsidiary guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers named
therein, relating to the sale by the Company of $1,056,357,000 aggregate principal amount of its 12.000% Senior Secured Notes
due 2025 (the “Senior Secured Notes”) in the United States to persons reasonably believed to be “qualified
institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The sale of
the Senior Secured Notes is expected to close on May 29, 2020, subject to customary closing conditions.
The Purchase Agreement contains customary
representations, warranties and agreements by the Company and the subsidiary guarantors. Under the terms of the Purchase Agreement,
the Company and the subsidiary guarantor have agreed to indemnify the initial purchasers against certain liabilities. A copy of
the Purchase Agreement is included in this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The summary description of the terms of the Purchase Agreement in this report is qualified in its entirety by reference to Exhibit
10.1.
Item 8.01. Other Events.
On May 21, 2020, the Company issued a press
release announcing that it had priced its previously announced offering of Senior Secured Notes. The offering of the Senior Secured
Notes was upsized to $1,056,357,000 from the originally announced aggregate principal amount of $700,000,000. A copy of the press
release is attached hereto as Exhibit 99.1 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:
|
/s/ Duane D. Holloway
|
|
|
|
Name: Duane D. Holloway
|
|
|
|
Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer
|
|
Dated: May 22, 2020
US Steel (NYSE:X)
Historical Stock Chart
From Mar 2024 to Apr 2024
US Steel (NYSE:X)
Historical Stock Chart
From Apr 2023 to Apr 2024
