乐鱼体育证券交易委员会,华盛顿特区20549

形式公布

目前的报告

根据1934年证券交易法第13或15(d)条

     
报告日期(最早报告事件的日期):   2010年7月2日

峭壁自然资源公司 . __________________________________________ ( 注册人的确切名称作为其宪章中指定)

     
俄亥俄州 1 - 8944 34 - 1464672
_____________________
(州或其他司法管辖区
_____________
(委员会
______________
(国税局雇主
合并) 文件数量) 识别号)
      
俄亥俄州乐鱼体育,公共广场200号3300套房   44114 - 2315
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(主要行政办事处地址)
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注册人的电话号码,包括地区号码:   216-694-5700

不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告

 

如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务,请勾选以下适当的方框:

[]根据《证券法》(17 CFR 230.425)第425条进行的书面沟通
[]根据《交易法》(17 CFR 240.14a-12)第14a-12条征求材料
[]根据《交易法》第14d-2(b)条(17 CFR 240.14d-2(b)条)进行的开工前通信
[]根据《交易法》第13e-4(c)条(17 CFR 240.13e-4(c)条)进行的开工前通信


表格顶部

第1.01项实质性最终协议的订立。

2010年7月2日,Cliffs Natural Resources Inc.(以下简称“本公司”)与INR Energy, LLC(以下简称“卖方”)签订了一项最终收购协议,通过包括手头现金在内的可用流动性和本公司6亿美元的信贷额度,以7.57亿美元的价格收购卖方所有私人持有的高波动性的冶炼和动力煤业务。INR的业务包括两个地下连续采矿法冶金煤矿- Powellton和Chilton-Dingess矿,以及一个露天煤矿- Toney Fork #2矿。除了这些矿山之外,INR目前正在同一综合体内开展其他几个开发项目,Cliffs将积极开展这些项目。交易预计将在60天内完成,并需获得监管部门的批准。会员权益购买协议作为附录2(a)附于本表格8-K第9.01项,并通过引用并入本表格1.01项。





项目8.01其他事项。

Cliffs Natural Resuorces Inc. published a news release dated July 6, 2010 as follows:

Cliffs Natural Resources Inc. Announces Acquisition of INR Energy, LLC’s West Virginia Coal Operations

Complementary Metallurgical and Thermal Coal Mining Complex to Increase Cliffs’ Total Global Coal Equity Production Capacity to Nearly 11 Million Tons by 2012


CLEVELAND—July 6, 2010—Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today announced that it has entered into a definitive agreement to acquire all of the coal operations of privately owned INR Energy, LLC, a producer and exporter of high-volatile metallurgical and thermal coal. Cliffs said it plans to finance the $757 million acquisition through available liquidity, including cash on hand and the Company’s $600 million credit facility. The transaction is expected to close within 60 days and is subject to customary closing conditions, including Hart-Scott-Rodino review.

"This acquisition represents a compelling opportunity for Cliffs to add complementary high-quality coal products that will immediately contribute to EBITDA and cash flow generation. When combined with our current coal production in West Virginia, Alabama and Queensland, Australia, Cliffs estimates 2011 global equity production capacity of approximately 9 million tons at a split of approximately 7 million tons metallurgical and 2 million tons thermal," commented Joseph A. Carrabba, Cliffs’ chairman, president and chief executive officer. "We currently anticipate expanding INR’s production of high-volatile metallurgical coal to 2.4 million tons by 2012, increasing Cliffs total future global equity coal production capacity to nearly 11 million tons split at 8 million tons metallurgical and 3 million tons thermal."

The acquisition includes a metallurgical and thermal coal mining complex with a state-of-the-art coal preparation and processing facility located in southern West Virginia. This includes a large, long-life reserve base with an estimated 68 million tons of metallurgical coal and 51 million tons of thermal coal. This reserve base would increase Cliffs’ total global reserve base to over 175 million tons of metallurgical coal and over 57 million tons of thermal coal. All current INR operating and near-term development mines are fully permitted for life of mine, which equates to approximately one-third of the reserve base. Under its long-term operating plans, Cliffs would not anticipate a need to bring additional newly permitted mines online prior to 2017.

INR’s coal operations have established customer relationships and in 2009 approximately half of INR’s production was exported. While a vast majority of remaining 2010 production is under contract, production in 2011 and beyond remains largely open. High volatile metallurgical coal volume in 2011 is expected to reach 1.7 million tons, of which 200,000 tons are committed and priced at $100 per short ton f.o.b. mine. Total 2011 production of thermal coal is expected to reach 1.2 million tons, of which 500,000 tons are committed and priced at $66 per short ton f.o.b. mine. Assuming current market pricing of approximately $140 and $75 per short ton f.o.b. mine for uncommitted high-volatile metallurgical and thermal coal production, respectively, and expected cash costs of approximately $70 per ton, the acquisition is expected to contribute significantly to Cliffs’ revenue and EBITDA. In 2011, Cliffs anticipates this business will generate approximately $300 million in revenue and $100 million in EBITDA. Utilizing increased volumes and similar pricing and cost assumptions, in 2012 Cliffs expects this business to generate over $400 million in revenue and approximately $175 million in EBITDA.

Cliffs indicated that INR’s expected 2010 production is split equally between metallurgical and thermal coal products. The metallurgical/thermal coal mix is expected to shift to increased metallurgical coal production with a percentage split of approximately 65/35 in future years based on current production plans.

INR’s operations include two underground continuous mining method metallurgical coal mines — the Powellton and Chilton-Dingess mines and one open surface mine — the Toney Fork #2 mine. In addition to these mines, INR is currently working on several other development projects within this same complex which Cliffs will actively pursue.

Transportation, Logistics and Other Information
Cliffs indicated that INR’s operations also include a state-of-the-art coal preparation and processing facility completed in 2008, along with a new 110-car unit-train batch-weight load out facility with access to the CSX railroad.

Coal from INR-owned mines is processed by INR’s Preparation Plant and then shipped to customers via the CSX rail line and exported from the port of Norfolk, Virginia. The coal products can also be trucked to a wholly owned river loading facility on the Big Sandy River and then barged via the Ohio River system to the port of New Orleans for export. While maintenance capital expenditures are approximately $25 to $30 million annually, growth capital expenditures totaling $125 million are expected to be made by 2012 to support the build-out of additional mine assets and preparation plant infrastructure.

The INR acquisition presents a multi-mine complex that provides several important advantages and features including long-life mine assets, operational flexibility, new equipment and no legacy liability exposure. As development projects evolve into fully operating mines, Cliffs intends to increase INR’s current 400-member labor force to meet estimated production levels. Cliffs said each of the operating mines in West Virginia are currently managed by experienced operators and that the business will be reported in Cliffs North American Coal business segment, led by Donald Gallagher, president of Cliffs’ North American business unit.

Conference Call and Webcast
Cliffs’ executive management will host a conference call today at 10 a.m. ET to discuss the transaction. Interested participants may listen to the call by dialing (877) 485-3104 (for callers within the U.S.) or (201) 689-8579 (for international callers) and referencing code 353490 approximately 15 minutes prior to the call. The webcast can also be accessed at www.cliffsnaturalresources.com.

About Cliffs Natural Resources Inc.
Cliffs Natural Resources Inc. is an international mining and natural resources company. A member of the S&P 500 Index, we are the largest producer of iron ore pellets in North America, a major supplier of direct-shipping lump and fines iron ore out of Australia and a significant producer of metallurgical coal. With core values of environmental and capital stewardship, our colleagues across the globe endeavor to provide all stakeholders operating and financial transparency as embodied in the Global Reporting Initiative (GRI) framework. Our Company is organized through three geographic business units:

The North American business unit is comprised of six iron ore mines owned or managed in Michigan, Minnesota and Canada and two coking coal mining complexes located in West Virginia and Alabama. The Asia Pacific business unit is comprised of two iron ore mining complexes in Western Australia and a 45% economic interest in a coking and thermal coal mine in Queensland, Australia. The Latin American business unit includes a 30% interest in the Amapá Project, an iron ore project in the state of Amapá in Brazil.

Other projects under development include a biomass production plant in Michigan and Ring of Fire chromite properties in Ontario, Canada. Over recent years, Cliffs has been executing a strategy designed to achieve scale in the mining industry and focused on serving the world's largest and fastest growing steel markets.


News releases and other information on the Company are available on the Internet at:
http://www.cliffsnaturalresources.com or
www.cliffsnaturalresources.com/Investors/Pages/default.aspx?b=1041&1=1

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This news release contains predictive statements that are intended to be made as "forward-looking" within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its forward-looking statements are based on reasonable assumptions, such statements are subject to risk and uncertainties.

Actual results may differ materially from such statements for a variety of reasons, including: the Company’s ability to achieve production, revenue and EBITDA projections; the impact of any increases or decreases in international prices for metallurgical or thermal coal; changes in demand for thermal and metallurgical coal; availability of capital equipment and component parts; availability of transportation capacity; ability to maintain adequate liquidity and on our ability to access capital markets; changes in the financial condition of the Company's partners and/or customers; rejection of major contracts and/or venture agreements by customers and/or participants under provisions of the U.S. Bankruptcy Code or similar statutes in other countries; events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets; reductions in current resource estimates; impacts of increasing governmental regulation including failure to receive or maintain required environmental permits; problems with productivity, third party contractors, labor disputes, weather conditions, fluctuations in coal qualities, tons mined, changes in cost factors including energy costs, transportation, mine closure obligations and employee benefit costs; the ability to identify, acquire and integrate INR’s coal assets; and the effect of these various risks on the Company's future cash flows, debt levels, liquidity and financial position.

Reference is also made to the detailed explanation of the many factors and risks that may cause such predictive statements to turn out differently, set forth in the Company's Annual Report and Reports on Form 10-K, Form 10-Q and previous news releases filed with the Securities and Exchange Commission, which are publicly available on Cliffs Natural Resources' website. The information contained in this document speaks as of the date of this news release and may be superseded by subsequent events.

SOURCE: Cliffs Natural Resources Inc.

INVESTOR AND FINANCIAL MEDIA CONTACTS:

Steve Baisden
Director, Investor Relations and Corporate Communications
(216) 694-5280
steve.baisden@cliffsnr.com

Jessica Moran
Sr. Investor Relations Analyst
(216) 694-6532
jessica.moran@cliffsnr.com

Christine Dresch
Manager – Corporate Communications
(216) 694-4052
christine.dresch@cliffsnr.com


MEDIA CONTACTS:

Dale Hemmila
District Manager, Public Affairs-Michigan
906-475-3870

Maureen Talarico
District Manager, Public Affairs-Minnesota
218-279-6120

James Kosowski
District Manager, Public Affairs-West Virginia and Alabama
304-256-5224





项目9.01财务报表和附件

(d)附件2(a) Cliffs Natural Resources Inc.、INR Energy, LLC和INR-1 Holdings LLC于2010年7月2日签订的会员权益购买协议






表格顶部

签名

根据1934年《证券交易法》的要求,注册人已正式授权以下签字人代表其签署本报告。

         
    乐鱼体育官网斯自然资源公司
          
2010年7月7日   由:   詹姆斯·d·格雷厄姆
       
        姓名:詹姆斯·d·格雷厄姆
        职务:助理总法律顾问


表格顶部

展览指数


     
表现出没有。   描述

 
2.
  峭壁自然资源公司、INR能源有限责任公司和INR-1控股有限责任公司的会员权益购买协议,日期为2010年7月2日