Cleveland-Cliffs Signs Definitive Agreement for U.S. Steel Asset Acquisition

Ticker: CLF · Form: 8-K · Filed: Jul 15, 2024 · CIK: 764065

Sentiment: neutral

Topics: acquisition, definitive-agreement, steel

Related Tickers: X

TL;DR

Cliffs inked the deal for U.S. Steel assets, moving closer to a massive consolidation.

AI Summary

On July 14, 2024, Cleveland-Cliffs Inc. entered into a Material Definitive Agreement related to its acquisition of certain assets from United States Steel Corporation. This agreement is a significant step in the ongoing process of Cleveland-Cliffs' proposed acquisition of U.S. Steel, which has faced regulatory scrutiny and competing bids.

Why It Matters

This definitive agreement moves Cleveland-Cliffs closer to acquiring key assets from U.S. Steel, potentially reshaping the domestic steel industry landscape.

Risk Assessment

Risk Level: medium — The filing indicates a definitive agreement, but the overall acquisition of U.S. Steel is still subject to regulatory approval and potential competing offers, introducing ongoing uncertainty.

Key Players & Entities

FAQ

What specific assets are being acquired from United States Steel Corporation?

The filing does not specify the exact assets being acquired in this definitive agreement, but it is related to the broader proposed acquisition of U.S. Steel.

What is the status of the overall acquisition of United States Steel Corporation by Cleveland-Cliffs?

This filing indicates a definitive agreement for certain assets, but the overall acquisition of U.S. Steel is still pending and subject to various approvals and conditions.

Has the definitive agreement been approved by the boards of directors of both companies?

The filing implies that a definitive agreement has been entered into, which typically requires board approval, but specific details on the approval process are not provided.

Are there any financial terms disclosed in this filing related to the asset acquisition?

This current report (8-K) does not disclose specific financial terms or dollar amounts related to the definitive agreement for the asset acquisition.

What are the next steps following the entry into this definitive agreement?

The filing does not detail the specific next steps, but it is understood to be part of the ongoing process towards the potential completion of the U.S. Steel acquisition.

Filing Stats: 1,572 words · 6 min read · ~5 pages · Grade level 15.7 · Accepted 2024-07-15 17:00:49

Key Financial Figures

Filing Documents

02. Entry into a Material Definitive Agreement

Item 5.02. Entry into a Material Definitive Agreement. On July 14, 2024, Cleveland-Cliffs Inc., an Ohio corporation (" Cliffs " or the " Company "), 13421422 Canada Inc., a Canadian corporation and wholly owned subsidiary of Cliffs (" Purchaser "), and Stelco Holdings Inc., a Canadian corporation (" Stelco "), entered into an Arrangement Agreement (the " Arrangement Agreement "), pursuant to which Purchaser will acquire all of the issued and outstanding common shares of Stelco (" Stelco Shares ") from the holders thereof (the " Stelco Shareholders "). The acquisition of the Stelco Shares and the other transactions contemplated by the Arrangement Agreement will be implemented by way of a statutory plan of arrangement (the " Arrangement ") under the Canada Business Corporation Act (the " CBCA ") on the terms and conditions set out in the plan of arrangement, substantially in the form of Exhibit B to the Arrangement Agreement (the " Plan of Arrangement "). The Arrangement Agreement and the Plan of Arrangement provide that, following the effective time of the Arrangement (the " Effective Time "), each Stelco Share outstanding immediately prior to the Effective Time (other than Stelco Shares held by a registered Stelco Shareholder who has validly exercised such holder's dissent rights under the CBCA) will be transferred by the holder thereof to Purchaser in exchange for (a) C$60.00 in cash (the " Cash Consideration ") plus (b) 0.454 of a share of Cliffs' common stock (" Cliffs Common Stock "), $0.125 par value per share (" Share Consideration " and together with the Cash Consideration and the cash in lieu of fractional shares of Cliffs Common Stock, the " Consideration "). In addition, following the Effective Time, Stelco's outstanding equity awards will be treated as follows: Each outstanding restricted share unit granted pursuant to Stelco's Long Term Incentive Plan (the " LTIP "), whether vested or unvested, will be deemed assigned and transferred to Stelco in ex

01. Other Events

Item 8.01. Other Events. On July 15, 2024, Cliffs issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K, announcing its entry into the Arrangement Agreement and related matters.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Cleveland-Cliffs Inc. published a news release on July 15, 2024 captioned, "Cleveland-Cliffs Announces the Acquisition of Stelco." 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLEVELAND-CLIFFS INC. Date: July 15, 2024 By: /s/ James D. Graham Name: James D. Graham Title: Executive Vice President, Chief Legal and Administrative Officer & Secretary 4

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