The high-yield notes are due 2032

Davis Polk advised the representative of several initial purchasers in a Rule 144A / Regulation S offering by Cleveland-Cliffs Inc. of $825 million aggregate principal amount of its 7.000% senior guaranteed notes due 2032. The notes are guaranteed by substantially all of Cleveland-Cliffs Inc.’s material direct and indirect wholly owned domestic subsidiaries.

Davis Polk also advised the dealer manager in connection with Cleveland-Cliffs Inc.’s concurrent cash tender offer for any and all of its outstanding 6.750% senior secured notes due 2026. Cleveland-Cliffs Inc. intends to use the net proceeds of the offering, along with cash on hand, to repurchase in the tender offer or otherwise redeem all of the outstanding 2026 secured notes.

Cleveland-Cliffs Inc. is the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America. The company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets. 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 Xuanling Xu. The tax team included partner Michael Mollerus and associate William Liang. The environmental team included counsel Michael Comstock and associate Shefain Islam. All members of the Davis Polk team are based in the New York office.