Cleveland-Cliffs Announces Final Results of Tender Offer
Cleveland-Cliffs Inc. (CLF) successfully completed a Tender Offer for its 6.750% Senior Secured Notes due 2026, purchasing $639,737,000 in principal amount of the Notes. The company issued a notice of redemption for the remaining Notes at a price of 101.688% of the principal amount. Wells Fargo Securities, and Global Bondholder Services facilitated the Tender Offer.
The completion of Cleveland-Cliffs Inc.'s tender offer for its 6.750% Senior Secured Notes due 2026 is a strategic move aimed at managing the company's debt portfolio. By repurchasing a significant portion of its outstanding notes, the company has effectively reduced its future interest obligations, which could lead to an improvement in its net interest margin. This kind of debt restructuring can be indicative of a company's proactive financial management, often viewed positively by investors and credit rating agencies.
However, the cost of this tender offer, including the premium paid over the principal amount, must be weighed against the savings on future interest payments. The redemption price of 101.688% suggests a slight premium over the face value, which is a standard practice to incentivize note holders to participate in such offers. The impact on the company's short-term liquidity and long-term debt profile should be monitored closely, as it could influence its financial flexibility and creditworthiness.
From a debt market perspective, Cleveland-Cliffs' announcement signals a reduction in the supply of its 6.750% Senior Secured Notes in the market. This can potentially lead to a tightening of the spread over comparable securities, reflecting a perceived decrease in risk associated with the company's debt. For existing and potential investors, the company's ability to successfully execute such a tender offer may be interpreted as a sign of strength and liquidity.
Additionally, the elimination of these notes from the company's debt structure simplifies the capital structure, which can be appealing to investors who favor transparency and less complexity. The move to clear all outstanding Secured Notes by April 3, 2024, also indicates a shift towards potentially more favorable borrowing terms in future debt issuances, as the company may be able to negotiate lower interest rates with a cleaner balance sheet.
Examining the broader market implications, Cleveland-Cliffs' actions fit within a trend where companies capitalize on favorable market conditions to refinance or retire existing debt. Such financial maneuvers are often undertaken in anticipation of changes in interest rate environments or as part of a strategic shift towards optimizing capital structures. For stakeholders, the company's ability to adapt to market conditions and manage its debt maturities effectively can be a strong indicator of its financial acumen and operational foresight.
It is also essential to consider the potential signaling effect. The market may interpret the company's decision to buy back its debt as a signal of its internal confidence in future cash flows and profitability. This could influence investor sentiment and, consequently, the company's stock price. The long-term benefits of reduced debt servicing costs might contribute to more robust financial performance and potentially higher returns for shareholders.
03/18/2024 - 09:30 AM
CLEVELAND --(BUSINESS WIRE)--
Cleveland-Cliffs Inc. (NYSE: CLF) announced today the expiration of and final results for its previously announced offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6.750% Senior Secured Notes due 2026 (the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on March 13, 2024 (the “Expiration Time”).
On March 18, 2024, the Company purchased $639,737,000
According to information received from Global Bondholder Services Corporation, the Information Agent and Depositary for the Tender Offer, the following table sets forth details regarding the total aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Expiration Time or tendered pursuant to the guaranteed delivery procedures and the principal amount of the Notes that will be accepted for purchase by the Company today:
Title of Security
CUSIP Number & ISIN
Principal
Principal
Principal Amount to be
6.750% Senior
144A :
$828,927,000
$639,737,000
$639,737,000
CUSIP: 185899AG6
ISIN:
REG S :
CUSIP: U1852LAF4
ISIN:
In addition, on March 4, 2024, the Company issued a conditional notice of redemption for all of the Notes outstanding following the settlement of the Tender Offer at a redemption price of 101.688% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date (which is expected to be April 3, 2024) pursuant to the terms of the indenture governing the Notes. At this date, the Company will no longer have any Secured Notes outstanding.
Wells Fargo Securities, LLC served as Dealer Manager for the Tender Offer. Global Bondholder Services Corporation served as the Information Agent and Depositary for the Tender Offer. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attn: Liability Management Group, (866) 309-6316 (toll-free), (704) 410-4759 (collect) or by email to liabilitymanagement@wellsfargo.com .
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America . Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America . The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio , Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada .
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States -Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the U.S. Securities and Exchange Commission
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Source: Cleveland-Cliffs Inc.
What was the principal amount of Notes purchased by Cleveland-Cliffs Inc. in the Tender Offer?
Cleveland-Cliffs Inc. purchased $639,737,000 in principal amount of the 6.750% Senior Secured Notes due 2026.
What was the redemption price for the remaining Notes after the Tender Offer?
The redemption price for the remaining Notes after the Tender Offer was set at 101.688% of the principal amount plus accrued and unpaid interest.
Who served as the Dealer Manager for the Tender Offer?
Wells Fargo Securities, served as the Dealer Manager for the Tender Offer.
Who was the Information Agent and Depositary for the Tender Offer?
Global Bondholder Services acted as the Information Agent and Depositary for the Tender Offer.
What is the expected redemption date for the remaining Notes?
The expected redemption date for the remaining Notes is April 3, 2024.
