Cleveland-Cliffs Inc .)宣布拟发行2025年到期的4亿美元优先担保票据

下载PDF格式

皇冠体育——（皇冠体育官网商业资讯）——CLEVELAND- Cliffs Inc.（纽约证券交易所代码：CLF）（“Cliffs”）今天宣布，根据市场和其他条件，它打算在发行（“发行票据”）中出售总额为4亿美元的2025年到期的高级担保票据（“票据”），该发行不受《1933年证券法》（“证券法”）的注册要求的限制。

这些票据将由Cliffs的重要全资国内子公司（除某些例外情况和允许的留置权外）在优先担保的基础上进行担保，并由(i)对cliff的几乎所有资产和担保人的资产(应收账款和其他付款权、库存、提取抵押品、投资财产、某些一般无形资产和商业侵权索赔、某些移动设备、商品账户、上述各项的存款账户、证券账户和其他相关资产、收益和产品（统称为“ABL抵押品”）)，以及（ii） ABL抵押品的第二优先留置权，根据Cliffs的高级担保资产信贷安排（“ABL信贷安排”），这是贷款人的优先留置权。

Cliffs打算将此次债券发行的净收益用于一般企业用途，包括加强其资产负债表和增加流动性，其中可能包括偿还ABL贷款项下的部分未偿还借款。

本新闻稿不构成出售或征求购买任何证券的要约。根据《证券法》第144A条规定的注册豁免，这些票据和相关担保仅提供给合格的机构买家，并在皇冠体育官网境外提供给非皇冠体育官网的机构买家。依赖《证券法》第S条规定的注册豁免的人。票据和相关担保未根据《证券法》或任何州或其他司法管辖区的证券法进行注册，未经注册或《证券法》和适用的州证券法或蓝天法和外国证券法的适用豁免，不得在皇冠体育官网提供或出售。

关于Cleveland-Cliffs

皇冠体育-克利夫斯成立于1847年，是北美最大的垂直整合的差异化铁矿石和钢铁生产商之一。通过强调非商品化产品，Cliffs具有独特的定位，可以为注重质量的客户群提供定制的铁矿石球团和复杂的钢铁解决方案，在汽车行业拥有行业领先的市场份额。对环境可持续性的承诺是我们业务运营的核心，并延伸到我们如何与社区和钢铁价值链上的利益相关者合作。皇冠体育-克利夫斯总部位于俄亥俄州皇冠体育，在皇冠体育官网、加拿大和墨西哥的采矿和钢铁制造业务中拥有约12,000名员工。

前瞻性陈述

This communication contains certain forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this communication, words such as “anticipate,” “assume,” “believe,” “build,” “continue,” “create,” “design,” “estimate,” “expect,” “focus,” “forecast,” “future,” “goal,” “guidance,” “imply,” “intend,” “look,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “strategy,” “target,” “work,” “could,” “may,” “should,” “will,” “would” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements with respect to our business, strategy and plans, expectations relating to the merger (the “Merger”) between Cliffs and AK Steel Holding Corporation (“AK Steel”) and future financial condition and performance. 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: the severe financial hardship, bankruptcy, temporary or permanent shut downs or operational challenges, due to the ongoing novel strain of coronavirus (“COVID-19”) pandemic or otherwise, of one or more of our major customers, including customers in the automotive market, key suppliers or contractors, which among other adverse effects, could lead to reduced demand for our products, increased difficulty collecting receivables and customers and/or suppliers/contractors asserting force majeure or other reasons for not performing their contractual obligations to us; the uncertainty and weaknesses in global economic conditions, including downward pressure on prices caused by the ongoing COVID-19 pandemic, oversupply of imported products, reduced market demand and risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, treaties or policies; the uncertainties associated with the highly competitive and highly cyclical steel industry and reliance on the demand for steel from the automotive industry; the continued volatility of iron ore and steel prices and other trends, which may impact the price adjustment calculations under certain of our sales contracts; our ability to cost-effectively achieve planned production rates or levels, including at our hot briquetted iron (“HBI”) plant once we re-start construction activities, and to resume full operations, at our facilities that are temporarily idled due to the COVID-19 pandemic; our ability to successfully identify and consummate any strategic investments or development projects, including our HBI plant; the impact of our steel-making furnace customers reducing their steel production due to the COVID-19 pandemic or increased market share of steel produced using other methods or lighter-weight steel alternatives, including aluminum; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit cash flow available to fund working capital, planned capital expenditures, acquisitions and other general corporate purposes or ongoing needs of our business; our actual economic iron ore reserves or reductions in current mineral estimates, including whether any mineralized material qualifies as a reserve; the outcome of any contractual disputes with our customers, joint venture partners or significant energy, material or service providers or any other litigation or arbitration; problems or uncertainties with sales volume or mix, productivity, transportation, environmental liabilities, employee benefit costs and other risks of the steel and mining industries; impacts of existing and increasing governmental regulation and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorization of, or from, any governmental or regulatory entity and costs related to implementing improvements to ensure compliance with regulatory changes; our ability to maintain appropriate relations with unions and employees; the ability of our customers, joint venture partners and third party service providers to meet their obligations to us on a timely basis or at all; the events or circumstances that could impair or adversely impact the viability of a production plant or mine and the carrying value of associated assets, as well as any resulting impairment charges; the uncertainties associated with natural disasters, weather conditions, unanticipated geological conditions, supply or price of energy, equipment failures and other unexpected events; the unpredictability and severity of catastrophic events, including acts of terrorism or outbreak of war or hostilities, as well as management’s responses to any of the aforementioned factors; adverse changes in interest rates and tax laws; the potential existence of significant deficiencies or material weakness in our internal control over financial reporting; our ability to realize the anticipated benefits of the Merger and to successfully integrate the businesses of AK Steel into our existing businesses, including uncertainties associated with maintaining relationships with customers, vendors and employees, as well as realizing the estimated future synergies; the possibility that the Merger may be less accretive than expected, and may be dilutive, to our earnings per share, whether as a result of adverse changes in market conditions, volatility in the commodity prices for iron ore and/or steel, adverse regulatory developments or otherwise; additional debt we assumed or issued in connection with the Merger may negatively impact our credit profile and limit our financial flexibility; the risks related to our ability to issue new senior notes on favorable terms, if at all; changes in the cost of raw materials and supplies; supply chain disruptions or poor quality of raw materials or supplies, including scrap, coal, coke and alloys; disruptions in, or failures of, our information technology systems, including those related to cybersecurity; unanticipated costs associated with healthcare, pension and other postretirement benefits obligations; and other risks described under the caption “Risk Factors” in Cliffs’ and AK Steel’s Annual Reports on Form 10-K for the year ended December 31, 2019 and other periodic reports filed with the Securities and Exchange Commission.

除非另有明确说明，否则前瞻性陈述是基于Cliffs管理团队基于当前可用信息的期望和信念。前瞻性陈述受到固有风险和不确定性的影响，并基于假设和估计，这些假设和估计本质上受Cliffs的运营和商业环境的影响，包括经济、竞争、监管和运营风险，其中许多超出了Cliffs的控制范围，难以预测，并且可能是错误的。上述列举的因素不应被认为是详尽无遗的。不保证前瞻性陈述的行动、事件或结果将会发生，或者，如果发生的话，不保证它们将在何时发生，也不保证它们将对Cliffs的运营结果、财务状况或现金流产生什么影响。鉴于这些不确定性，峭壁警告投资者不应过分依赖任何前瞻性陈述。此外，任何前瞻性陈述仅在其发表之日发表，除非法律要求，皇冠体育斯不承担更新或修改任何前瞻性陈述以反映其发表之日之后的事件或情况，或反映预期或未预期事件或情况的发生的义务。

皇冠体育-皇冠体育斯投资者关系：Paul Finan董事，投资者关系（216）694-6544

媒体：Patricia Persico主管，企业传播（216）650-0168

资料来源：Cleveland-Cliffs Inc。

2020年4月15日上映