Davis Polk advised the sole underwriter on the $679.9 million SEC-registered offering by Cliffs Natural Resources Inc. of 63.25 million of its common shares. The amount sold includes 8.25 million shares from the full exercise of the underwriters’ option to purchase additional shares.

Davis Polk is also advising the dealer managers in connection with a cash tender offer by Cliffs to purchase up to a maximum aggregate principal amount of its outstanding 5.90% senior notes due March 2020, 4.80% senior notes due October 2020 and 4.875% senior notes due 2021 for up to $250 million in aggregate purchase price.

The net proceeds of the offering of common shares will be used to fund the tender offer and the redemption of certain of Cliffs’ other outstanding debt securities.

Cliffs Natural Resources Inc. is a leading mining and natural resources company. Founded in 1847, Cliffs Natural Resources Inc. is recognized as the largest and oldest independent iron ore mining 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.

The Davis Polk corporate team included partners Richard D. Truesdell Jr. and Shane Tintle and associate John H. Runne. Partner Michael Farber and associate Andrew Imber provided tax advice. Counsel Loyti Cheng and associate Michael Comstock provided environmental advice. All members of the Davis Polk team are based in the New York office.