Cleveland-Cliffs (CLF) Prices Upsized $600M Convertible Notes Offering

Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced an additional $600 million aggregate principal amount of Senior Guaranteed Notes due 2032 (the “Additional Notes”) in an offering (the “Additional Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will bear interest at an annual rate of 7.000% and will be issued at a price of 99.25% of their principal amount. The Additional Notes will be guaranteed on a senior unsecured basis by Cliffs’ material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries.

The upsized offering reduces the amount of capital needed to be raised in the forthcoming take-out acquisition financing for the previously announced acquisition of Stelco (the “Stelco Acquisition”). The Additional Notes Offering is expected to close on August 16, 2024, subject to the satisfaction of customary closing conditions. Pro-forma liquidity is expected to be approximately $4.3 billion following the completion of this offering.

Cliffs intends to use the net proceeds from the Additional Notes Offering to finance a portion of the cash consideration payable in connection with the Stelco Acquisition, which Cliffs expects to complete in the fourth quarter of 2024 following the satisfaction or waiver of applicable conditions. Prior to the completion of the Stelco Acquisition, Cliffs intends to use the net proceeds from the Additional Notes Offering to pay off the entire outstanding balance under its asset-based lending facility and for cash on hand.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Additional Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

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