We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cleveland Cliffs Inc | NYSE:CLF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.43 | 2.49% | 17.71 | 17.66 | 17.305 | 17.44 | 6,880,940 | 01:00:00 |
|
|
|
|
|
Page
|
NOTICE TO INVESTORS
|
|
WHERE YOU CAN FIND MORE INFORMATION
|
|
INFORMATION WE INCORPORATE BY REFERENCE
|
|
NON-GAAP FINANCIAL MEASURES
|
|
PROSPECTIVE FINANCIAL INFORMATION
|
|
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
|
|
SUMMARY
|
|
RISK FACTORS
|
|
USE OF PROCEEDS
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
|
THE EXCHANGE OFFER
|
|
DESCRIPTION OF OTHER INDEBTEDNESS
|
|
DESCRIPTION OF THE NOTES
|
|
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
|
CERTAIN ERISA CONSIDERATIONS
|
|
PLAN OF DISTRIBUTION
|
|
LEGAL MATTERS
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A, filed on March 13, 2018; and
|
•
|
our Current Report on Form 8-K, filed March 1, 2018.
|
|
|
•
|
uncertainty and weaknesses in global economic conditions, including downward pressure on prices caused by oversupply or imported products, the impact of barriers to trade, the outcomes of trade cases, reduced market demand and any change to the economic growth rate in China;
|
•
|
continued volatility of iron ore and steel prices and other trends, including the supply approach of the major iron ore producers, affecting our financial condition, results of operations or future prospects—specifically, the impact of price-adjustment factors on our sales contracts;
|
•
|
our ability to successfully diversify our product mix and add new customers beyond our traditional blast furnace clientele, specifically successful completion of our hot briquetted iron, or HBI, production plant;
|
•
|
our level of indebtedness could limit cash flow available to fund working capital, capital expenditures, acquisitions and other general corporate purposes or ongoing needs of our business;
|
•
|
availability of capital and our ability to maintain adequate liquidity;
|
•
|
risks related to former and current international operations, including our ability to successfully conclude the Companies' Creditors Arrangement Act (Canada), or CCAA, process in Canada and plan for the end of mine life in Australia in a manner that minimizes cash outflows and associated liabilities;
|
•
|
our actual economic iron ore reserves or changes in current mineral estimates, including whether any mineralized material qualifies as a reserve;
|
•
|
the impact of our customers reducing their steel production due to increased market share of steel produced using other methods or lighter-weight steel alternatives;
|
•
|
the ability of our customers, joint venture partners and significant suppliers and service providers to meet their obligations to us on a timely basis or at all;
|
•
|
the outcome of any litigation or arbitration, including any contractual disputes with our customers, joint venture partners or significant energy, material or service providers;
|
•
|
our ability to maintain satisfactory relations with unions and employees;
|
•
|
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;
|
•
|
problems or uncertainties with productivity, tons mined, transportation, capital spending, mine-closure obligations, environmental liabilities, employee-benefit costs and other risks of the mining industry;
|
•
|
our ability to cost-effectively achieve planned production rates or levels, including at our HBI production plant;
|
•
|
our ability to successfully identify and consummate any strategic investments or development projects, including our HBI production plant;
|
•
|
changes in sales volume or mix;
|
•
|
our ability to reach agreement with our customers regarding any modifications to sales contract provisions, renewals or new arrangements;
|
•
|
events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets, as well as any resulting impairment charges;
|
•
|
uncertainties associated with natural disasters, weather conditions, unanticipated geological conditions, supply or price of energy, equipment failures and other unexpected events;
|
•
|
adverse changes in currency values, currency exchange rates, interest rates and tax laws;
|
•
|
uncertainty relating to restructurings in the steel industry and/or affecting the steel industry;
|
•
|
the potential existence of significant deficiencies or material weaknesses in our internal control over financial reporting
; and
|
•
|
other risks described in our reports filed with the SEC or the “Risk Factors” section of this report.
|
Conditions to the Exchange Offer
|
The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered or accepted for exchange. The Exchange Offer is subject to customary conditions, which may be waived by us in our discretion. We currently expect that all of the conditions will be satisfied and that no waivers will be necessary. See “The Exchange Offer—Conditions to the Exchange Offer.”
|
Exchange Agent
|
U.S. Bank National Association
|
Certain U.S. Federal Income Tax
Considerations
|
As described in “Certain U.S. Federal Income Tax Considerations,” the exchange of an Original Note for an Exchange Note pursuant to the Exchange Offer will not constitute a taxable exchange and will not result in any taxable income, gain or loss for U.S. federal income tax purposes, and immediately after the exchange, a holder will have the same adjusted tax basis and holding period in each Exchange Note received as such holder had immediately prior to the exchange in the corresponding Original Note surrendered.
|
Risk Factors
|
You should carefully read and consider the risk factors beginning on page
14
of this prospectus before deciding whether to participate in the Exchange Offer.
|
Issuer
|
Cleveland-Cliffs Inc.
|
Securities Offered
|
Up to $1,075,000,000 aggregate principal amount of Exchange Notes.
|
Maturity Date
|
March 1, 2025.
|
Interest Rate
|
The Exchange Notes will bear interest at 5.75% per year.
|
Accrual of Interest
|
The Exchange Notes will accrue interest from (and including) the most recent date on which interest has been paid on the Original Notes accepted in the Exchange Offer.
|
Interest Payment Dates
|
Interest will be payable in cash on March 1 and September 1 of each year, commencing on September 1, 2018. If the record date for the first interest payment date occurs on or prior to the Exchange Date, the record date for the first interest payment date will be deemed the close of business on the business day immediately prior to such interest payment date.
|
Optional Redemption
|
We may redeem any of the Notes beginning on March 1, 2020. The initial redemption price is 104.313% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The redemption price will decline each year after 2020 and will be 100% of their principal amount, plus accrued interest, beginning on March 1, 2023. We may also redeem some or all of the Notes at any time and from time to time prior to March 1, 2020 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, at any time and from time to time on or prior to March 1, 2020, we may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of certain equity offerings, at a redemption price of 105.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued under the indenture remain outstanding after each such redemption. See “Description of the Notes
—
Optional Redemption.”
|
Change of Control
|
Upon certain change of control triggering events, we will be required to make an offer to purchase the Notes. The purchase price will equal 101% of the principal amount of the Notes on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. We may not have sufficient funds available at the time of any change of control triggering event to make any required debt repayment (including repurchases of the Notes). See “Risk Factors
—
Risks Relating to the Notes
—
We may not be able to repurchase the Notes upon a change of control triggering event.”
|
Ranking
|
The Exchange Notes and guarantees:
•
will be general unsecured senior obligations of Cliffs and its subsidiary guarantors, which we refer to as the Guarantors;
•
will rank equally in right of payment with all existing and future senior unsecured indebtedness of Cliffs and the Guarantors (including the Original Notes), and any guarantees thereof by the Guarantors;
•
will rank senior in right of payment to all existing and future subordinated indebtedness of Cliffs and the Guarantors;
•
will be effectively subordinated to Cliffs’ and the Guarantors’ existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;
•
will be structurally senior to existing and future indebtedness of Cliffs that is not guaranteed by each Guarantor; and
•
will be structurally subordinated to all existing and future indebtedness and other liabilities of subsidiaries of Cliffs that do not guarantee the Notes.
For the year ended December 31, 2017, on a continuing operations basis, our non-Guarantor subsidiaries accounted for approximately 20% of our consolidated revenue and approximately 15% of our consolidated income from continuing operations, excluding $235 million of income tax benefit from the passage of Public Law 115–97, commonly known as the "Tax Cuts and Jobs Act," and $165 million of loss from extinguishment/restructuring of debt charges. As of December 31, 2017, our non-Guarantor subsidiaries accounted for approximately 8% of our consolidated assets.
|
Certain Covenants
|
The indenture governing the Exchange Notes contains covenants that, among other things, limit Cliffs’ and its subsidiaries’ ability to:
•
create liens on our property that secure indebtedness;
•
enter into certain sale and leaseback transactions; and
•
merge, consolidate or amalgamate with another company.
These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes—Certain Covenants.”
|
Use of Proceeds
|
We will not receive any cash proceeds from the issuance of the Exchange Notes. See "Use of Proceeds."
|
Governing Law
|
The Exchange Notes, the guarantees thereof and the indenture governing the Exchange Notes are governed by the laws of the State of New York.
|
Trustee, Registrar and Paying Agent
|
U.S. Bank National Association
|
Risk Factors
|
See “Risk Factors” and other information in this prospectus for a discussion of factors that should be carefully considered by the holders of the Original Notes before tendering their Original Notes in the Exchange Offer and investing in the Exchange Notes.
|
|
Year Ended
December 31, |
||||||||
|
2017
(2)
|
2016
(3)
|
2015
(4)
|
||||||
Financial data (in millions, except per share and per ton amounts)
(1)
|
|
|
|
||||||
Revenue from product sales and services
|
$
|
2,330.2
|
|
$
|
2,109.0
|
|
$
|
2,013.3
|
|
Cost of goods sold and operating expenses
|
(1,828.5
|
)
|
(1,719.7
|
)
|
(1,776.8
|
)
|
|||
Other operating expense
|
(78.1
|
)
|
(148.5
|
)
|
(85.2
|
)
|
|||
Operating income
|
423.6
|
|
240.8
|
|
151.3
|
|
|||
Income from continuing operations
|
381.8
|
|
219.2
|
|
143.7
|
|
|||
Loss from discontinued operations, net of tax
|
(18.7
|
)
|
(19.9
|
)
|
(892.1
|
)
|
|||
Net income (loss)
|
363.1
|
|
199.3
|
|
(748.4
|
)
|
|||
Loss (income) attributable to noncontrolling interest
|
3.9
|
|
(25.2
|
)
|
(0.9
|
)
|
|||
Net income (loss) attributable to Cliffs shareholders
|
367.0
|
|
174.1
|
|
(749.3
|
)
|
|||
Preferred stock dividends
|
—
|
|
—
|
|
(38.4
|
)
|
|||
Income (loss) attributable to Cliffs common shareholders
|
$
|
367.0
|
|
$
|
174.1
|
|
$
|
(787.7
|
)
|
Earnings (loss) per common share attributable to
Cliffs common shareholders - basic |
|
|
|
||||||
Continuing operations
|
$
|
1.34
|
|
$
|
0.98
|
|
$
|
0.63
|
|
Discontinued operations
|
(0.06
|
)
|
(0.10
|
)
|
(5.77
|
)
|
|||
Earnings (loss) per common share attributable to
Cliffs common shareholders - basic |
$
|
1.28
|
|
$
|
0.88
|
|
$
|
(5.14
|
)
|
Earnings (loss) per common share attributable to
Cliffs common shareholders - diluted |
|
|
|
||||||
Continuing operations
|
$
|
1.32
|
|
$
|
0.97
|
|
$
|
0.63
|
|
Discontinued operations
|
(0.06
|
)
|
(0.10
|
)
|
(5.76
|
)
|
|||
Earnings (loss) per common share attributable to
Cliffs common shareholders - diluted |
$
|
1.26
|
|
$
|
0.87
|
|
$
|
(5.13
|
)
|
Total assets
|
$
|
2,953.4
|
|
$
|
1,923.9
|
|
$
|
2,135.5
|
|
Long-term debt obligations (including capital leases)
|
$
|
2,335.1
|
|
$
|
2,213.5
|
|
$
|
2,755.6
|
|
Net cash provided by operating activities
|
$
|
338.1
|
|
$
|
303.0
|
|
$
|
37.9
|
|
Net cash used in investing activities
|
$
|
(156.0
|
)
|
$
|
(57.9
|
)
|
$
|
(103.2
|
)
|
Net cash provided by (used in) financing activities
|
$
|
498.9
|
|
$
|
(206.4
|
)
|
$
|
61.0
|
|
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
|
Year Ended
December 31, |
||||||||
|
2017
(2)
|
2016
(3)
|
2015
(4)
|
||||||
Financial data (in millions, except per share and per ton amounts)
(1)
|
|
|
|
||||||
Distributions to preferred shareholders cash dividends
(5)
|
|
|
|
||||||
- Per depositary share
|
$
|
—
|
|
$
|
—
|
|
$
|
1.32
|
|
- Total
|
$
|
—
|
|
$
|
—
|
|
$
|
38.4
|
|
Distributions to common shareholders cash dividends
(6)
|
|
|
|
||||||
- Per share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
- Total
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Common shares outstanding - basic (millions)
|
|
|
|
||||||
- Average for year
|
288.4
|
|
197.7
|
|
153.2
|
|
|||
- At year-end
|
297.4
|
|
233.1
|
|
153.6
|
|
|||
Iron ore production and sales statistics
(long tons - U.S. Iron Ore; metric tons - Asia Pacific Iron Ore)
|
|
|
|
||||||
Production tonnage - U.S. Iron Ore
|
25.5
|
|
23.4
|
|
26.1
|
|
|||
- U.S. Iron Ore (Cliffs' share)
|
18.8
|
|
16.0
|
|
19.3
|
|
|||
- Asia Pacific Iron Ore
|
10.1
|
|
11.8
|
|
11.7
|
|
|||
Sales tonnage - U.S. Iron Ore
|
18.7
|
|
18.2
|
|
17.3
|
|
|||
- Asia Pacific Iron Ore
|
9.8
|
|
11.6
|
|
11.6
|
|
|||
Reconciliation of Net Income to EBITDA to Total Adjusted EBITDA
|
|
|
|
||||||
Net Income (Loss)
|
$
|
363.1
|
|
$
|
199.3
|
|
$
|
(748.4
|
)
|
Less:
|
|
|
|
||||||
Interest expense, net
|
(132.0
|
)
|
(200.5
|
)
|
(231.4
|
)
|
|||
Income tax benefit (expense)
|
252.4
|
|
12.2
|
|
(163.3
|
)
|
|||
Depreciation, depletion and amortization
|
(87.7
|
)
|
(115.4
|
)
|
(134.0
|
)
|
|||
Total EBITDA
|
$
|
330.4
|
|
$
|
503.0
|
|
$
|
(219.7
|
)
|
Less:
|
|
|
|
||||||
Gain (loss) on extinguishment/restructuring of debt
|
$
|
(165.4
|
)
|
$
|
166.3
|
|
$
|
392.9
|
|
Impact of discontinued operations
|
(18.7
|
)
|
(19.9
|
)
|
(892.0
|
)
|
|||
Foreign exchange remeasurement
|
11.4
|
|
(16.8
|
)
|
16.3
|
|
|||
Severance and contractor termination costs
|
—
|
|
(0.1
|
)
|
(10.2
|
)
|
|||
Supplies inventory adjustment
|
(1.8
|
)
|
—
|
|
(16.3
|
)
|
|||
Impairment of other long-lived assets
|
—
|
|
—
|
|
(3.3
|
)
|
|||
Total Adjusted EBITDA
|
$
|
504.9
|
|
$
|
373.5
|
|
$
|
292.9
|
|
EBITDA:
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
534.9
|
|
$
|
342.4
|
|
$
|
317.6
|
|
Asia Pacific Iron Ore
|
40.7
|
|
128.3
|
|
35.3
|
|
|||
Other
(7)
|
(245.2
|
)
|
32.3
|
|
(572.6
|
)
|
|||
Total EBITDA
|
$
|
330.4
|
|
$
|
503.0
|
|
$
|
(219.7
|
)
|
Adjusted EBITDA:
|
|
|
|
||||||
U.S. Iron Ore
|
$
|
559.4
|
|
$
|
359.6
|
|
$
|
352.1
|
|
Asia Pacific Iron Ore
|
50.4
|
|
132.9
|
|
32.7
|
|
|||
Other
|
(104.9
|
)
|
(119.0
|
)
|
(91.9
|
)
|
|||
Total Adjusted EBITDA
|
$
|
504.9
|
|
$
|
373.5
|
|
$
|
292.9
|
|
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
(4) On January 27, 2015, we announced that the Bloom Lake Group commenced restructuring proceedings in Montreal, Quebec under the CCAA. Additionally, on May 20, 2015, the Wabush Group commenced restructuring proceedings in Montreal, Quebec under the CCAA. As a result of this action, the CCAA protections granted to the Bloom Lake Group was extended to include the Wabush Group to facilitate the reorganization of each of their businesses and operations. Consistent with our strategy to extract maximum value from our current assets, on December 22, 2015, we sold our equity interests in all the remaining North American Coal operations to Seneca. The sale included the Pinnacle mine in West Virginia and the Oak Grove mine in Alabama. Additionally, Seneca may pay us an earn-out of up to $50 million contingent upon the terms of a revenue sharing agreement, which extends through the year 2020. As noted above, all current and historical North American Coal operating segment results are included in our financial statements and classified within discontinued operations.
|
|||||||||
(5) On November 19, 2014, our Board of Directors declared a quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividend was paid on February 2, 2015, to our preferred shareholders of record as of the close of business on January 15, 2015. On March 27, 2015, July 1, 2015, and September 10, 2015, our Board of Directors declared the quarterly cash dividend of $17.50 per preferred share, which is equivalent to approximately $0.44 per depositary share. The cash dividend was paid on May 1, 2015, August 3, 2015, and November 2, 2015 to our shareholders of record as of the close of business on April 15, 2015, July 15, 2015, and October 15, 2015, respectively. On January 4, 2016, we announced that our Board of Directors determined the final quarterly dividend of our preferred shares would not be paid in cash, but instead, pursuant to the terms of the preferred shares, the conversion rate was increased such that holders of the preferred shares received additional common shares in lieu of the accrued dividend at the time of the mandatory conversion of the preferred shares on February 1, 2016. The number of our common shares in the aggregate issued in lieu of the dividend was 1.3 million. This resulted in an effective conversion rate of 0.9052 common shares, rather than 0.8621 common shares, per depositary share, each representing 1/40th of a preferred share. Upon conversion on February 1, 2016, an aggregate of 26.5 million common shares were issued, representing 25.2 million common shares issuable upon conversion and 1.3 million that were issued in lieu of a final cash dividend.
|
|||||||||
(6) On January 26, 2015, we announced that our Board of Directors had decided to eliminate the quarterly dividend of $0.15 per share on our common shares. The decision was applicable to the first quarter of 2015 and all subsequent quarters.
|
|||||||||
(7) Including discontinued operations for all periods presented.
|
|||||||||
(8) Excludes revenues and expenses related to domestic freight for the U.S. Iron Ore operations and freight associated with cost-and-freight-based shipments for the Asia Pacific Iron Ore operations, which are offsetting and have no impact on sales margin. Revenues and expenses also exclude venture partner cost reimbursements for the U.S. Iron Ore business segment.
|
|||||||||
(9) We present cash cost of goods sold and operating expense rate per long/metric ton, which is a non-GAAP financial measure that management uses in evaluating operating performance. We believe our presentation of non-GAAP cash cost of goods sold and operating expenses is useful to investors because it excludes depreciation, depletion and amortization, which are non-cash, and freight and joint venture partners' cost reimbursements, which have no impact on sales margin, thus providing a more accurate view of the cash outflows related to the sale of iron ore. The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with U.S. GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies. Below is a reconciliation in dollars of this non-GAAP financial measure to the most directly comparable GAAP financial measure in our consolidated financial statements for the years ended December 31, 2017, 2016 and 2015.
|
|
|
(In Millions)
|
||||||||||||||||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
|
|
U.S. Iron Ore
|
|
Asia Pacific Iron Ore
|
|
Total
|
|
U.S. Iron Ore
|
|
Asia Pacific Iron Ore
|
|
Total
|
|
U.S. Iron Ore
|
|
Asia Pacific Iron Ore
|
|
Total
|
||||||||||||||||||
Cost of goods sold and operating expenses
|
|
$
|
(1,400.6
|
)
|
|
$
|
(427.9
|
)
|
|
$
|
(1,828.5
|
)
|
|
$
|
(1,278.8
|
)
|
|
$
|
(440.9
|
)
|
|
$
|
(1,719.7
|
)
|
|
$
|
(1,298.3
|
)
|
|
$
|
(478.5
|
)
|
|
(1,776.8
|
)
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Freight and reimbursements
|
|
(221.4
|
)
|
|
(19.6
|
)
|
|
(241.0
|
)
|
|
(174.8
|
)
|
|
(20.7
|
)
|
|
(195.5
|
)
|
|
(157.3
|
)
|
|
(23.6
|
)
|
|
(180.9
|
)
|
|||||||||
Depreciation, depletion & amortization
|
|
(66.6
|
)
|
|
(14.3
|
)
|
|
(80.9
|
)
|
|
(84.0
|
)
|
|
(25.1
|
)
|
|
(109.1
|
)
|
|
(98.9
|
)
|
|
(25.3
|
)
|
|
(124.2
|
)
|
|||||||||
Cash cost of goods sold and operating expenses
|
|
$
|
(1,112.6
|
)
|
|
$
|
(394.0
|
)
|
|
$
|
(1,506.6
|
)
|
|
$
|
(1,020.0
|
)
|
|
$
|
(395.1
|
)
|
|
$
|
(1,415.1
|
)
|
|
$
|
(1,042.1
|
)
|
|
$
|
(429.6
|
)
|
|
$
|
(1,471.7
|
)
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business;
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less indebtedness; or
|
•
|
limit our ability to pay dividends on or purchase or redeem our capital stock.
|
•
|
pay dividends on or purchase or redeem our capital stock;
|
•
|
incur debt;
|
•
|
prepay certain debt;
|
•
|
merge, acquire other entities, enter into joint ventures and partnerships;
|
•
|
sell assets;
|
•
|
make investments in other persons;
|
•
|
change the nature of the business;
|
•
|
incur liens or encumbrances; and
|
•
|
enter into certain transactions with affiliates.
|
•
|
such guarantor was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the guarantee;
|
•
|
such guarantor was engaged in business or a transaction, or was about to engage in business or a transaction, for which property remaining with the guarantor or grantor was an unreasonably small capital; or
|
•
|
such guarantor intended to incur, or believed that it would incur, debts that would be beyond the guarantor’s ability to pay as those debts matured.
|
•
|
the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation;
|
•
|
the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
|
•
|
it could not pay its debts as they become due.
|
•
|
what standard a court would apply in order to determine whether a Guarantor was insolvent as of the date it issued a guarantee or whether, regardless of the method of valuation, a court would determine that the guarantor was insolvent on that date; or
|
•
|
whether a court would determine that the payments under a guarantee would constitute fraudulent transfers or fraudulent conveyances on other grounds.
|
•
|
the time remaining to the maturity of the Exchange Notes;
|
•
|
the outstanding amount of the Exchange Notes;
|
•
|
the terms related to optional redemption of the Exchange Notes; and
|
•
|
the level, direction and volatility of market interest rates generally.
|
|
Year ended December 31,
|
||||
|
2017
|
2016
|
2015
|
2014
|
2013
|
Ratio of earnings to fixed charges
|
1.5x
|
1.9x
|
2.0x
|
—
(1)
|
5.4x
|
•
|
extend the Exchange Offer, delay acceptance of Original Notes due to an extension of the Exchange Offer or terminate the Exchange Offer and not accept for exchange any Original Notes for any reason, including if any of the conditions set forth under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and
|
•
|
amend the terms of the Exchange Offer in any manner, whether before or after any tender of the Original Notes.
|
•
|
it is not an affiliate of ours or our subsidiaries or, if the transferor is an affiliate of ours or our subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
|
•
|
the Exchange Notes are being acquired in the ordinary course of business of the person receiving the Exchange Notes, whether or not the person is the registered holder;
|
•
|
the transferor has not entered into, engaged in, does not intend to engage in, and has no arrangement or understanding with any other person to engage in a distribution of the Exchange Notes issued to the transferor;
|
•
|
the transferor is not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offer.
|
•
|
there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the SEC;
|
◦
|
seeking to restrain or prohibit the making or consummation of the Exchange Offer;
|
◦
|
assessing or seeking any damages as a result thereof; or
|
◦
|
resulting in a material delay in our ability to accept for exchange or exchange some or all of the Original Notes pursuant to the Exchange Offer; or
|
•
|
the Exchange Offer violates any applicable law or any applicable interpretation of the staff of the SEC.
|
•
|
pay dividends on or purchase or redeem our capital stock;
|
•
|
incur debt;
|
•
|
prepay certain debt;
|
•
|
merge, acquire other entities, enter into joint ventures and partnerships;
|
•
|
sell certain assets;
|
•
|
make investments in other persons;
|
•
|
change the nature of the business or accounting methods;
|
•
|
incur liens or encumbrances; and
|
•
|
enter into certain transactions with affiliates.
|
•
|
failure to make payments under the ABL Facility;
|
•
|
failure to comply with the covenants under the ABL Facility;
|
•
|
failure to timely remedy a material judgment against the loan parties or their subsidiaries;
|
•
|
bankruptcy;
|
•
|
cross default to material indebtedness;
|
•
|
failure to make payments under certain pension and multi employer plans;
|
•
|
material misrepresentations;
|
•
|
change in control; and
|
•
|
default under the related loan documents.
|
|
Principal
Amount
(in millions)
|
Senior Debt
|
|
5.90% Senior Notes due 2020
|
$88.9
|
4.80% Senior Notes due 2020
|
122.4
|
4.875% Senior Notes due 2021
|
138.4
|
4.875% Senior Secured Notes due 2024
|
400.0
|
1.50% Convertible Senior Notes due 2025
|
316.5
|
5.75% Senior Notes due 2025
|
1,075.0
|
6.25% Senior Notes due 2040
|
298.4
|
Total
|
$2,439.6
(1)
|
|
|
(1)
Includes $1,075 million aggregate principal amount of the Original Notes outstanding as of December 31, 2017.
|
•
|
will be general unsecured senior obligations of Cliffs;
|
•
|
will rank equally in right of payment with all existing and future senior unsecured indebtedness of Cliffs;
|
•
|
will rank senior in right of payment to all existing and future subordinated indebtedness of Cliffs;
|
•
|
will be effectively subordinated to Cliffs’ ABL Obligations and Secured Notes Obligations and any other existing or future secured indebtedness of Cliffs to the extent of the value of the assets securing such indebtedness;
|
•
|
will be guaranteed on a senior unsecured basis by each Guarantor and, therefore, will be structurally senior to the Unsecured Notes Obligations and any other existing and future indebtedness of Cliffs that is not guaranteed by each Guarantor; and
|
•
|
will be structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries of Cliffs that do not guarantee the notes.
|
•
|
will be a general unsecured obligation of the applicable Guarantor;
|
•
|
will rank equally in right of payment with all existing and future senior unsecured indebtedness of such Guarantor, and any guarantees thereof by such Guarantor;
|
•
|
will rank senior in right of payment to all existing and future subordinated indebtedness of such Guarantor;
|
•
|
will be effectively subordinated to such Guarantor’s ABL Obligations and Secured Notes Obligations and any other existing and future secured indebtedness of such Guarantor to the extent of the value of the assets securing such indebtedness; and
|
•
|
will be structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries of Cliffs that do not guarantee the notes.
|
(1)
|
(a) any sale, exchange, transfer or disposition of (whether by merger, consolidation or the sale of) the Capital Stock of the applicable Guarantor after which such Guarantor is no longer a Subsidiary or the sale of all or substantially all the assets (other than by lease) of such Guarantor, whether or not such Guarantor is the surviving corporation in such transaction, to a Person which is not Cliffs or a Subsidiary; provided that (x) such sale, exchange, transfer or disposition is made in compliance with the indenture, including the covenant described under “Certain Covenants—Consolidation, Merger and Sale of Assets,” and (y) all the obligations of such Guarantor under all Debt of Cliffs or its Subsidiaries terminate upon consummation of such transaction; (b) Cliffs exercising its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or Cliffs’ obligations under the indenture being discharged in accordance with the terms of the indenture; or (c) the applicable Guarantor becoming or constituting an Excluded Subsidiary; and
|
(2)
|
such Guarantor delivering to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the indenture relating to release and discharge of such Guarantor’s Guarantee have been complied with.
|
Period
|
Redemption price
|
March 1, 2020
|
104.313%
|
March 1, 2021
|
102.875%
|
March 1, 2022
|
101.438%
|
March 1, 2023 and thereafter
|
100.000%
|
•
|
accept or cause a third party to accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
•
|
deliver or cause to be delivered to the Trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by us of notes pursuant to the Change of Control Offer have been complied with.
|
(i)
|
we or such Subsidiary would be entitled under the indenture to issue, assume or guarantee Debt secured by a Lien upon such Property at least equal in amount to the Attributable Debt in respect of such transaction without equally and ratably securing the notes, provided that such Attributable Debt shall thereupon be deemed to be Debt subject to the provisions described above under “Certain Covenants - Restrictions on Liens;” or
|
(ii)
|
within 180 days, an amount in cash equal to such Attributable Debt is applied to the retirement of funded Debt (debt that matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Debt) ranking pari passu with the notes, an amount not less than the greater of:
|
•
|
the net proceeds of the sale of the Property leased pursuant to the arrangement, or
|
•
|
the fair market value of the Property so leased.
|
(1)
|
we are the surviving corporation or the successor person (if other than Cliffs) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the notes and under the indenture;
|
(2)
|
immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under the indenture; and
|
(3)
|
certain other conditions provided for in the indenture are met.
|
(i)
|
(a) the successor person is the Company or a Guarantor or a Person that becomes a Guarantor concurrently with the transaction; (b) such Guarantor is the surviving entity or the successor person is validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes such Guarantor’s obligations on its Guarantee and under the indenture; (c) immediately after giving effect to the transaction, no Default or Event of Default, and no event which, after notice or passage of time, or both, would become an Event of Default, shall have occurred and be continuing under the indenture; and (d) certain other conditions provided for in the indenture are met; or
|
(ii)
|
the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all of the properties and assets of the Guarantor (in each case other than to the Company or a Guarantor) in a transaction not otherwise prohibited or restricted by the indenture.
|
(1)
|
a default in the payment of any interest on the notes, when such payment becomes due and payable, and continuance of that default for a period of 30 days (unless the entire amount of the payment is deposited by Cliffs with the Trustee or with a paying agent prior to the expiration of such period of 30 days);
|
(2)
|
default in the payment of principal or premium on the notes when such payment becomes due and payable;
|
(3)
|
subject to the immediately succeeding paragraph, a default in the performance or breach of any other covenant or warranty by us in the indenture, which default continues uncured for a period of 60 days after written notice thereof has been given, by registered or certified mail, to us by the Trustee or to us and the Trustee by the holders of at least 25 percent in principal amount of the notes, as provided in the indenture;
|
(4)
|
any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the indenture and the Guarantees) or is declared null and void in a judicial proceeding or any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under the indenture;
|
(5)
|
there occurs a default under any Debt of the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of the Guarantors), whether such Debt or guarantee now exists, or is created after the Issue Date, if that default:
|
(a)
|
is caused by a failure to pay any such Debt at its final Stated Maturity (after giving effect to any applicable grace period) (a “Payment Default”); or
|
(b)
|
results in the acceleration of such Debt prior to its final Stated Maturity,
|
(c)
|
and, in either case, the aggregate principal amount of any such Debt, together with the aggregate principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more;
|
(6)
|
failure by the Company or any of its Significant Subsidiaries to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million (net of any amount covered by insurance issued by a national insurance company that has not contested coverage), which judgments are not paid, discharged or stayed for a period of 60 days, other than the Arbitration Award or any judgment related to the Arbitration Award; or
|
(7)
|
certain events of bankruptcy, insolvency or reorganization of Cliffs or any Guarantor.
|
(1)
|
such holder has previously given the Trustee notice that an event of default is continuing;
|
(2)
|
holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the Trustee in writing to pursue the remedy;
|
(3)
|
such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;
|
(4)
|
the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity; and
|
(5)
|
holders of a majority in aggregate principal amount of the then outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
|
(1)
|
reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
|
(2)
|
reduce the rate of or extend the time for payment of interest (including default interest) on any note;
|
(3)
|
reduce the principal or change the stated maturity date of any note or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any note;
|
(4)
|
waive a default in the payment of the principal of, premium or interest, if any, on any debt security (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);
|
(5)
|
make the principal of, premium or interest on any note payable in currency other than that stated in the notes;
|
(6)
|
make any change to certain provisions of the indenture relating to, among other things, the right of holders of notes to receive payment of the principal of, premium and interest on those notes and to institute suit for the enforcement of any such payment and to waivers or amendments;
|
(7)
|
waive a redemption payment that is made at the option of Cliffs, with respect to any note; or
|
(8)
|
release any Guarantor from any of its obligations under its Guarantee or the indenture, except in accordance with the terms of the indenture.
|
(1)
|
to cure any ambiguity, defect or inconsistency;
|
(2)
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
(3)
|
to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;
|
(4)
|
to make any change that would provide any additional rights or benefits to the holders of notes or that does not materially and adversely affect the legal rights under the indenture, the notes and the Guarantees of any such holder;
|
(5)
|
to conform the text of the indenture, the Guarantees or the notes to any provision of this Description of the Notes;
|
(6)
|
to provide for the issuance of Additional Notes in accordance with the limitations set forth in the indenture as of the Issue Date;
|
(7)
|
to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the notes, or to add any additional obligors under the indenture, the notes or the Guarantees;
|
(8)
|
to add collateral to secure the notes;
|
(9)
|
to comply with the provisions under “Certain Covenants—Consolidation, Merger and Sale of Assets”;
|
(10)
|
to evidence and provide for the acceptance of an appointment by a successor Trustee; and
|
(11)
|
to provide for the issuance of the Exchange Notes in the Exchange Offer.
|
(1)
|
we deliver to the Trustee all outstanding notes issued under the indenture (other than notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation; or
|
(2)
|
all notes outstanding under the indenture have become due and payable, whether at maturity or as a result of the mailing or sending of a notice of redemption or will become due and payable within one year (including as result of the mailing or sending of a notice of redemption), and we irrevocably deposit with the Trustee as funds in trust solely for the benefit of the holders of notes, cash in U.S. dollars, noncallable U.S. Government Obligations, or a combination thereof, sufficient to pay at maturity or upon redemption all notes outstanding under the indenture, including interest thereon; and
|
(3)
|
certain other conditions specified in the indenture are met.
|
(1)
|
we may omit to comply with the covenants described under the heading “Certain Covenants—Consolidation, Merger and Sale of Assets,” “Certain Covenants—Restrictions on Liens” and “Certain Covenants—Restrictions on Sale and Leaseback Transactions”; and
|
(2)
|
any omission to comply with those covenants will not constitute an event which, after notice or passage of time, or both, would become a default or an event of default (“covenant defeasance”).
|
(1)
|
depositing with the Trustee in trust money and/or U.S. Government Obligations that, through the payment of interest and principal in accordance with their terms, will provide not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of notes on the stated maturity of those payments in accordance with the terms of the indenture and the notes;
|
(2)
|
that such deposit will not result in a breach or violation of, or constitute a default under the indenture or any other agreement to which Cliffs or the Guarantors bound; and
|
(3)
|
delivering to the Trustee an opinion of counsel to the effect that the beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.
|
(1)
|
in the case of a corporation, corporate stock or shares;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) or corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Cliffs and its subsidiaries taken as a whole to any “person” or “group”(as those terms are used in Section 13(d)(3) of the Exchange Act) other than to Cliffs or one of its subsidiaries;
|
(2)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group”(as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of Cliffs or any of its subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group”(as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 50 percent of the voting power of our outstanding Voting Stock or of the Voting Stock of any of Cliffs’ direct or indirect parent companies;
|
(3)
|
we consolidate with, or merge with or into, any Person, or any Person consolidates with, or merge with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where our Voting Stock outstanding immediately prior to such transaction constitutes,
|
(a)
|
all amounts deducted in arriving at such Consolidated Net Income amount in respect of (i) the sum of all interest charges for such period determined on a consolidated basis in accordance with GAAP, (ii) federal, state and local income taxes as accrued for such period, (iii) depreciation of fixed assets and amortization of intangible assets for such period, (iv) non-cash items decreasing Consolidated Net Income for such period, including, without limitation, non-cash compensation expense, (v) transaction costs, fees and expenses associated with the issuance of Debt or the extension, renewal, refunding, restructuring, refinancing or replacement of Debt (whether or not consummated) (but excluding any such costs amortized through or otherwise included or to be included in interest expense for any period), (vi) Debt extinguishment costs, (vi) losses on discontinued operations, (vii) amounts attributable to minority interests and (viii) any additional non-cash losses, expenses and charges, minus, without duplication,
|
(b)
|
the sum of (i) cash payments made during such period in respect of items added to the calculation of Consolidated Net Income pursuant to clause (a)(iv) or clause (a)(viii) above during such period or any previous period, and (ii) non-cash items increasing Consolidated Net Income for such period.
|
(i)
|
the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, such person or another Subsidiary of such Person;
|
(ii)
|
the net income (or net loss) of any Person (other than a Subsidiary) in which such Person or any of its Subsidiaries has an equity interest in, except to the extent of the amount of dividends or other distributions actually paid to the such Person or its Subsidiaries during such period;
|
(iii)
|
any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to asset sales or dispositions, in each case other than in the ordinary course of business;
|
(iv)
|
any net after-tax extraordinary gains or losses;
|
(v)
|
the cumulative effect of a change in accounting principles; and
|
(vi)
|
any gains or losses due to fluctuations in currency values and the related tax effects calculated in accordance with GAAP.
|
(1)
|
(A) acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of Subsidiaries, (B) discontinued operations (as determined in accordance with GAAP), and (C) operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, in each case, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (as determined in good faith by the chief financial officer of the Company calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933, as amended) as if they had occurred on the first day of the four-quarter reference period;
|
(2)
|
(A) in the event that such Person or any Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt (other than Debt incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the most recent fiscal quarter for which internal financial statements are available but on or prior to or simultaneously with the Calculation Date, then the Consolidated Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt, as if the same had occurred on the last day of such most recent fiscal quarter and (B) the Consolidated Secured Leverage Ratio shall be calculated assuming that any revolving Debt Facility (including the ABL Credit Facility) is fully drawn; and
|
(3)
|
the U.S. dollar-equivalent principal amount of any Debt denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent principal amount of such Debt.
|
(1)
|
any issuance and sale with respect to common shares registered on Form S-4 or Form S-8; or
|
(2)
|
any issuance and sale to any Subsidiary of Cliffs.
|
(i)
|
Liens securing ABL Obligations, provided that the incurrence by the Company and the Guarantors of Debt (including the issuance of letters of credit) under the ABL Credit Facility (with letters of credit being deemed to have a principal amount equal to the face amount thereof) shall not exceed, in aggregate principal amount outstanding at any one time, the greater of (x) $700.0 million and (y) the Borrowing Base;
|
(ii)
|
Liens securing First Lien Notes Obligations;
|
(iii)
|
Liens securing the Junior First Lien Notes Obligations and the Second Lien Notes Obligations until the earlier of (x) the repayment of the Junior First Lien Notes and the Second Lien Notes, as applicable, and (y) 120 days from the Issue Date;
|
(iv)
|
Liens existing on assets at the time of acquisition thereof, or incurred to secure the payment of all or part of the cost of the purchase or construction price of Property, or to secure Debt incurred or guaranteed for the purpose of financing all or part of the purchase or construction price of Property or the cost of improvements on Property, which Debt is incurred or guaranteed prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of commercial operation of the assets;
|
(v)
|
Liens in favor of Cliffs or any Guarantor or, with respect to any Foreign Subsidiary, Liens in favor of Cliffs or any Subsidiary;
|
(vi)
|
Liens on Property of a Person existing at the time such Person is merged into or consolidated with us or a Subsidiary or at the time of a purchase, lease or other acquisition of the Property of a Person as an entirety or substantially as an entirety by us or a Subsidiary;
|
(vii)
|
Liens on our Property or that of a Subsidiary in favor of the United States of America or any State thereof, or any political subdivision thereof, or in favor of any other country, or any political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the Property subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control industrial revenue bond or similar financing);
|
(viii)
|
(a) pledges or deposits under worker’s compensation laws, unemployment insurance and other social security laws or regulations or similar legislation, or to secure liabilities to insurance carriers under insurance arrangements in respect of such obligations, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety and appeal bonds, customs duties and the like, or for the payment of rent, in each case incurred in, the ordinary course of business and (b) Liens securing obligations incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, contractual arrangements with suppliers, reclamation bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice;
|
(ix)
|
Liens imposed by law, such as landlords’ carriers’, vendors’, warehousemen’s and mechanics’, materialmen’s and repairmen’s, supplier of materials, architects’ and other like Liens arising in the ordinary course of business;
|
(x)
|
pledges or deposits under workmen’s compensation or similar legislation or in certain other circumstances;
|
(xi)
|
Liens in connection with legal proceedings;
|
(xii)
|
Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings;
|
(xiii)
|
Liens consisting of restrictions on the use of real property that do not interfere materially with the property’s use;
|
(xiv)
|
Liens on Property or shares of Capital Stock or other assets of a Person at the time such Person becomes a Subsidiary of the Company, provided such Liens were not created in contemplation thereof and do not extend to any other Property of the Company or any Subsidiary;
|
(xv)
|
Liens on Property at the time the Company or any of its Subsidiaries acquires such Property, including any acquisition by means of a merger or consolidation with or into the Company or a Subsidiary of such Person, provided such Liens were not created in contemplation thereof and do not extend to any other Property of the Company or any Subsidiary;
|
(xvi)
|
contract mining agreements and leases or subleases granted to others that do not materially interfere with the ordinary conduct of business of the Company or any of its Subsidiaries;
|
(xvii)
|
easements, rights of way, zoning and similar restrictions, reservations (including severances, leases or reservations of oil, gas, coal, minerals or water rights), restrictions or encumbrances in respect of real property or title defects that were not incurred in connection with indebtedness and do not in the aggregate materially impair their use in the operation of the business of the Company and its Subsidiaries;
|
(xviii)
|
Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;
|
(xix)
|
deposits made in the ordinary course of business to secure liability to insurance carriers;
|
(xx)
|
Liens arising from UCC (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the Company or any Subsidiary in the ordinary course of business;
|
(xxi)
|
Liens securing Existing Indebtedness;
|
(xxii)
|
Liens securing Bank Product Obligations;
|
(xxiii)
|
options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures and partnerships;
|
(xxiv)
|
rights of owners of interests in overlying, underlying or intervening strata and/or mineral interests not owned by the Company or any of its Subsidiaries, with respect to tracts of real property where the Company or the applicable Subsidiary’s ownership is only surface or severed mineral or is otherwise subject to mineral severances in favor of one or more third parties;
|
(xxv)
|
royalties, dedication of reserves under supply agreements, mining leases, or similar rights or interests granted, taken subject to, or otherwise imposed on properties consistent with normal practices in the mining industry and any precautionary UCC financing statement filings in respect of leases or consignment arrangements (and not any Debt) entered into in the ordinary course of business;
|
(xxvi)
|
surface use agreements, easements, zoning restrictions, rights of way, encroachments, pipelines, leases, subleases, rights of use, licenses, special assessments, trackage rights, transmission and transportation lines related to mining leases or mineral rights and/or other real property including any re-conveyance obligations to a surface owner following mining, royalty payments, and other obligations under surface owner purchase or leasehold arrangements necessary to obtain surface disturbance rights to access the subsurface mineral deposits and similar encumbrances on real property imposed by law or arising in the ordinary course of business which, in the aggregate, are not substantial in
|
(xxvii)
|
any refinancing, extension, renewal or replacement (or successive refinancings, extensions, renewals or replacements), in whole or in part, of any Lien (a “Refinanced Lien”) referred to in any of the foregoing clauses (other than clause (iii)) (“Permitted Refinancing Lien”); provided that any such Permitted Refinancing Lien shall not extend to any other Property, secure a greater principal amount (or accreted value, if applicable) or have a higher priority than the Refinanced Lien;
|
(xxviii)
|
Liens securing Debt of the Company or any Subsidiary having an aggregate principal amount, as of the Calculation Date, not to exceed the greater of (A) $1,100.0 million minus the outstanding aggregate principal amount of Debt incurred pursuant to clause (ii) above and (B) an amount that, on a pro forma basis upon giving effect to the incurrence thereof (and application of the net proceeds therefrom), would cause the Company’s Consolidated Secured Leverage Ratio to exceed 3.0:1.0; and
|
(xxix)
|
other Liens, in addition to those permitted in clauses (i) through (xxviii) above, securing Debt of the Company or any Subsidiary having an aggregate principal amount, as of the Calculation Date, not to exceed the greater of (A) $250.0 million and (B) 15% of the Company’s Consolidated Net Tangible Assets.
|
•
|
direct obligations of The United States of America for the payment of which its full faith and credit is pledged; or
|
•
|
obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the full and timely payment of which is unconditionally guaranteed as full faith and credit obligation by The United States of America,
|
•
|
notes sold to QIBs will be represented by the Rule 144A global note; and
|
•
|
notes sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be represented by the Regulation S global note.
|
•
|
upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the initial purchaser; and
|
•
|
ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).
|
•
|
a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a “banking organization” within the meaning of the New York State Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered under section 17A of the Exchange Act.
|
•
|
will not be entitled to have notes represented by the global note registered in their names;
|
•
|
will not receive or be entitled to receive physical, certificated notes; and
|
•
|
will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.
|
•
|
DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;
|
•
|
DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;
|
•
|
we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes and any participant requests a certificated note in accordance with DTC procedures; or
|
•
|
certain other events provided in the indenture should occur.
|
1 Year Cleveland Cliffs Chart |
1 Month Cleveland Cliffs Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions