Cleveland-Cliffs Inc. $750 Million Senior Guaranteed Notes Offering

Davis Polk advised the initial purchaser in a Rule 144A/Regulation S offering by Cleveland-Cliffs Inc. of $750 million aggregate principal amount of its 5.875% senior guaranteed notes due 2027. The notes are guaranteed by substantially all of Cleveland-Cliffs Inc.’s material direct and indirect wholly owned domestic subsidiaries.

Davis Polk is also advising the dealer manager in connection with Cleveland-Cliffs Inc.'s concurrent cash tender offer for up to $600 million maximum aggregate principal amount of its outstanding 5.750% senior notes due 2025. Cleveland-Cliffs Inc. intends to use the net proceeds of the offering to redeem all of its outstanding 2021 senior notes, to repurchase any 2025 senior notes validly tendered, not validly withdrawn and accepted for purchase in the tender offer, to pay fees and expenses related to the tender offer and for general corporate purposes.

Founded in 1847, Cleveland-Cliffs Inc. is the largest and oldest independent iron ore mining company in the United States. It 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. By 2020, Cleveland-Cliffs Inc. expects to be the sole producer of hot briquetted iron in the Great Lakes region with the development of its first production plant in Toledo, Ohio.

The Davis Polk capital markets team included partner Shane Tintle and associates Rahim Manji and Roman Shapurko. The tax team included partner Michael Farber and associate Ben Levenback. The environmental team included counsel Loyti Cheng and associate Michael Comstock. All members of the Davis Polk team are based in the New York office.