Cliffs Natural Resources Inc. announced that, on March 30, 2015, it entered into a new senior secured asset-based revolving credit facility (the "New ABL Facility") and successfully completed its previously announced private offering (the "Offering") of $540 million aggregate principal amount of 8.250% Senior Secured Notes due March 31, 2020 (the "New First Lien Notes"). From the Offering of the New First Lien Notes, the Company received net proceeds, after the initial purchasers' discounts and the payment of fees and expenses, of approximately $491.4 million. The Company used a portion of the net proceeds from the Offering to repay all amounts outstanding under its former revolving credit facility and intends to use the remainder for general corporate purposes. Additionally, the New ABL Facility is expected to provide up to $550 million in borrowing availability on a revolving basis, subject to a borrowing base limitation and the issuance of letters of credit.
The Company also announced today that it has successfully completed its previously announced private offers (the "Exchange Offers") to exchange its newly issued 7.75% Senior Secured Notes due 2020 (the "New Second Lien Notes") for certain outstanding senior unsecured notes of Cliffs (the "Existing Notes"). The Company has accepted for exchange approximately $675 million aggregate principal amount of Existing Notes that were tendered in the Exchange Offers in exchange for approximately $544 million aggregate principal amount of New Second Lien Notes. The entry into the New ABL Facility, the Offering and the Exchange Offers are referred to collectively as the "Refinancing Transactions." The Company stated that with the new financing structure, Cliffs is no longer subject to the covenants associated with its former revolving credit facility, such as Interest Coverage and Secured Debt-to-EBITDA tests. Also as a consequence of the completion of the Exchange Offers, Cliffs was able to remove approximately $130 million of long-term debt from the balance sheet.
Lourenco Goncalves, Cliffs' Chairman, President and Chief Executive Officer, stated, "We believe that our new financing structure just put in place through the completion of the Refinancing Transactions will give us all the liquidity and financial flexibility we need to successfully complete the strategy we have executed in a disciplined manner since August 7, 2014, and which differentiates Cliffs from any other iron ore producer in the world. As the largest supplier of pellets in the U.S. and no longer a major participant in the volatile seaborne market, we are very pleased with the backing received from the investment community." Mr. Goncalves added: "The success of our refinancing makes clear that the investors understand and support our overall strategy, and that Cliffs is better positioned than all other iron ore producers in the world whose fundamentals are fully dependent on supplying sinter feed to China."
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. The New First Lien Notes and related guarantees and the New Second Lien Notes and related guarantees were offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933 (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The New First Lien Notes and the related guarantees and the New Second Lien Notes and related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
About Cliffs Natural Resources Inc.
Cliffs Natural Resources Inc. 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. Additionally, Cliffs produces low-volatile metallurgical coal in the U.S. from its mines located in Alabama and West Virginia. Driven by the core values of safety, social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. News releases and other information on the Company are available at: http://www.cliffsnaturalresources.com.