Cleveland-Cliffs and AK Steel merger advances

(Posted on 31/01/20)

Cleveland-Cliffs Inc., the largest and oldest independent iron ore mining company in the United States, and AK Steel Holding Corporation have announced that, in connection with the previously announced exchange offers by Cliffs and consent solicitations by AK Steel Corporation, a wholly owned subsidiary of AK Steel, the requisite consents have been received to adopt the proposed amendments to the indentures governing the 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 issued by AK Steel Corporation. As a result, AK Steel Corporation and the trustee under the AK Steel Indentures will promptly execute supplemental indentures to the AK Steel Indentures to effect the Amendments. As previously announced, Cliffs and AK Steel have entered into an Agreement and Plan of Merger providing for, among other things and subject to the satisfaction or waiver of certain conditions, the merger of a subsidiary of Cliffs with and into AK Steel, with AK Steel surviving as a wholly owned subsidiary of Cliffs .

AK Steel is a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, including electrical power, and distributors and converters markets.

The Amendments will not become operative unless and until the following conditions are satisfied or otherwise waived, if applicable, by Cliffs or AK Steel Corporation: (i) Cliffs delivers to The Depository Trust Company for the Eligible Holders (as defined below) of applicable AK Steel Notes the aggregate amount to be paid to such Eligible Holders as consent payments, upon the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated January 14, 2020 (as amended to date, the “Offering Memorandum and Consent Solicitation Statement”) in respect of the consents validly delivered and not revoked thereunder, and Cliffs or AK Steel Corporation notifies the AK Steel Trustee in writing that such delivery has been made, which condition cannot be waived by Cliffs or AK Steel Corporation, (ii) the AK Steel Notes that are validly tendered (and not validly withdrawn) in the Exchange Offers have been accepted for exchange by Cliffs in accordance with the terms of the Offering Memorandum and Consent Solicitation Statement and (iii) the other conditions to the Consent Solicitations, including the consummation of the Merger, have been satisfied.

The consent results are based on early tenders in the Exchange Offers, which tenders are deemed also to constitute the delivery of consents in the Consent Solicitations made by AK Steel Corporation to adopt the Amendments and deliveries of consents in the Consent Solicitations.