Cleveland-Cliffs $600 million notes offering

Davis Polk advised Cleveland-Cliffs Inc. in connection with a Rule 144A / Regulation S offering of an additional $600 million aggregate principal amount of its 7.000% senior guaranteed notes due 2032. The additional notes will form a single series with the $825 million aggregate principal amount of 7.000% senior guaranteed due 2032 that Cliffs issued on March 18, 2024. The notes are guaranteed by substantially all of Cleveland-Cliffs Inc.’s material direct and indirect wholly owned domestic subsidiaries.

Davis Polk is also advising Cleveland-Cliffs in connection with its $2.5 billion acquisition of Stelco Holdings Inc. (“the “Stelco Acquisition”) which Cliffs expects to complete in the fourth quarter of 2024 following the satisfaction or waiver of applicable conditions. Cliffs intends to use the net proceeds from the offering to finance a portion of the cash consideration payable. Prior to the completion of the Stelco Acquisition, Cliffs intends to use the net proceeds from the offering to pay off the entire outstanding balance under its asset-based lending facility and for cash on hand.

Cleveland-Cliffs is a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. The company is vertically integrated from the mining of iron ore, production of pellets and direct reduced iron, and processing of ferrous scrap through primary steelmaking and downstream finishing, stamping, tooling and tubing. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.

The Davis Polk capital markets team included partner Shane Tintle and associates Claudia Carvajal Lopez and Sean Kennelly. The tax team included partner Kara L. Mungovan and associate William Liang. The finance team included partners Scott M. Herrig and Phoebe Jin, counsel Darren Mahone and associate Christina C. Bell. The M&A team included partner James P. Dougherty. All members of the Davis Polk team are based in the New York office.