Davis Polk advised the dealer managers in connection with a Rule 144A/Regulation S exchange offer by Cliffs Natural Resources Inc. of approximately $218 million of new 8.0% 1.5 lien senior secured notes due 2020 for certain of its outstanding 3.95% senior notes due 2018, 5.90% senior notes due March 2020, 4.80% senior notes due October 2020, 7.75% second-lien senior secured notes due 2020, 4.875% senior notes due 2021 and 6.25% senior notes due 2040. The notes are secured by a junior first-priority lien on substantially all of the assets of Cliffs and its material domestic subsidiaries, as guarantors (other than collateral securing Cliffs’ ABL Facility on a first priority basis (the “ABL Collateral”)), and a junior second-priority lien on the ABL Collateral.

Headquartered in Cleveland, Ohio, Cliffs is a leading mining and natural resources company in the United States. The company is a major supplier of iron ore pellets to the North American steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also operates an iron ore mining complex in Western Australia.

The Davis Polk capital markets team included partner Richard D. Truesdell Jr. and associates Shane Tintle, Judah Bareli and Julian Veshi. The credit team included partner Monica Holland and associates A. Nicholas Doran and Michael Fan. All members of the Davis Polk team are based in the New York office.

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