Cleveland-Cliffs Inc .)宣布建议发售优先无担保担保票据

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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，它打算根据市场和其他条件，在一次不受《1933年证券法》（“证券法”）注册要求约束的发行中，出售总额为8亿美元的2029年到期的优先担保票据（“2029年票据”）和总额为8亿美元的2033年到期的优先担保票据（“2033年票据”和“2029年票据”）。这些票据将在高级无担保的基础上由Cliffs的重要直接和间接全资拥有的国内子公司担保，但某些被排除在外的子公司除外。

Cliffs打算将发行债券的净收益用于支付先前宣布的收购Stelco Holdings Inc.（“Stelco收购”）相关的部分应付现金对价，cliff预计在满足或放弃适用条件后，该收购将于2024年第四季度完成。此次发行不以完成对Stelco的收购为条件。但是，如果(i)对Stelco的收购未在2025年4月14日（“结束日期”）当天或之前完成，但“结束日期”可延长至不迟于2025年7月14日的日期，此后该日期将被视为结束日期，或（ii） Cliffs通知作为票据受托人的皇冠体育官网银行信托公司全国协会，以书面形式终止安排协议或确定Stelco收购不会在结束日期前完成，票据将进行特别强制赎回，其价格等于适用票据初始发行价格的100%，加上从发行日期到但不包括该特别强制赎回日期的应计和未付利息。

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，并且在皇冠体育官网境外提供给非皇冠体育官网。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。

关于皇冠体育-皇冠体育斯公司

皇冠体育-皇冠体育斯是北美领先的钢铁生产商，专注于增值钢板产品，特别是汽车行业。公司从铁矿球团的开采、直接还原铁的生产、铁屑的加工到初级炼钢和下游精加工、冲压、模具和管材的垂直整合。皇冠体育-克利夫斯总部位于俄亥俄州皇冠体育，在皇冠体育官网和加拿大拥有约28,000名员工。

前瞻性声明

This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. 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: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, or suits involving legacy operations and other matters; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; our ability to consummate any public or private acquisition transactions and to realize any or all of the anticipated benefits or estimated future synergies, as well as to successfully integrate any acquired businesses into our existing businesses; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers' and suppliers' decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; potential significant deficiencies or material weaknesses in our internal control over financial reporting; the risk that the Stelco Acquisition may not be consummated and if consummated, our ability to realize the anticipated benefits of the Stelco Acquisition. For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 and other filings with the U.S. Securities and Exchange Commission.

媒体联系人：Patricia Persico高级董事，企业传播（216）694-5316投资者联系人：James Kerr董事，投资者关系（216）694-7719

资料来源：Cleveland-Cliffs Inc。

2024年10月8日上映