History
Cleveland-Cliffs went from a coal-and-iron-ore miner squeezed by a price collapse to North America's largest flat-rolled steelmaker through the AK Steel and ArcelorMittal USA deals, funded by stock and debt.
2015-2016: Leaving coal, surviving the downturn
The record opens in December 2015, when Cliffs sold its remaining North American coal business, the Pinnacle and Oak Grove mines, to Seneca Coal Resources for $268 million plus a possible $50 million earnout through 2020. That completed its exit from coal and left it focused on its US iron ore pellet business.
The timing was hard. Iron ore prices collapsed, and in March 2016 Cliffs carried out what the filings call a distressed debt exchange. Existing senior notes were swapped for $218.5 million of new 8.000% 1.5 Lien Senior Secured Notes due 2020, giving noteholders better security in return for longer maturities. In June 2016 it signed a new 10-year pellet supply agreement with ArcelorMittal USA, running through 2026 and covering up to 10 million long tons in total, which kept Cliffs as that customer's major pellet supplier. Shares on issue rose from about 153.6 million at the end of 2015 to about 233.1 million a year later, though the beats do not explain the increase.
2017-2019: Recovery and refinancing
As the iron ore market recovered, Cliffs used the debt markets to reset its finances. In February 2017 it issued $500 million of 5.75% senior notes due 2025, and in August added $575 million, bringing that series to $1.075 billion. In December 2017 it issued $400 million of 4.875% Senior Secured Notes due 2024, a lower coupon than its 2016 notes, which reflected its better credit standing. In May 2019 it issued $750 million of 5.875% Senior Guaranteed Notes due 2027. Authorised common shares had been raised from 407 million to 607 million in April 2017. Lourenco Goncalves led the company as chairman, president and chief executive throughout.
2019-2020: Becoming a steelmaker
On 3 December 2019 Cliffs agreed to buy AK Steel in an all-stock deal. AK Steel holders were to receive 0.40 Cliffs shares for each share, about $3.36 a share at announcement, leaving Cliffs shareholders with roughly 68% of the combined company. The deal valued AK Steel at about $3.0 billion including debt and promised $120 million of annual synergies, the idea being to join Cliffs' pellets with AK Steel's steelmaking.
Cliffs offered to exchange AK Steel's 6.375% and 7.00% notes for new Cliffs notes. Antitrust review was cleared in February and the merger closed on 13 March 2020, earlier than first expected, making Cliffs a vertically integrated iron ore and steel producer for the first time. The exchange offers settled three days later.
Then the pandemic hit credit markets. In April 2020 Cliffs issued $400 million of 9.875% Senior Secured Notes due 2025, then added $555.2 million a week later, a much higher coupon than its earlier debt. Shares on issue were about 270.1 million at the end of 2019 and 477.5 million at the end of 2020, a rise consistent with the AK Steel share issue and the later ArcelorMittal USA deal. In June 2020 it also added $120 million to its 6.75% Senior Secured Notes due 2026.
2020-2025: Scale, a failed bid and Stelco
On 28 September 2020 Cliffs agreed to buy substantially all of ArcelorMittal USA for about $1.4 billion: $505 million in cash, 78,186,671 new common shares and 583,273 shares of a new Series B preferred stock, which ranks ahead of common shares. The old 7.00% Series A preferred was removed from the company's articles because none was outstanding. The deal closed on 9 December 2020, and Cliffs also bought out Nippon Steel's remaining stakes in the I/N Tek and I/N Kote joint ventures for about $183 million. The result was the largest flat-rolled steel producer in North America, with roughly $17 billion in pro forma revenue.
Credit conditions then improved. In February 2021 Cliffs issued $1 billion of notes at 4.625% and 4.875%, and in December 2021 it enlarged its asset-based credit facility by $1 billion. That facility had grown from $450 million in 2018 to $4.75 billion by 2023. The record for 2022 is quiet, and in April 2023 Cliffs issued $750 million of 6.750% notes due 2030.
In August 2023 Cliffs disclosed an unsolicited bid for U.S. Steel of $17.50 cash plus 1.023 Cliffs shares per share, about $35 a share. U.S. Steel's board rejected it as unreasonable, although the United Steelworkers union backed it. The deal never happened.
In March 2024 Cliffs issued $825 million of 7.000% notes due 2032. In July 2024 it agreed to buy Canada's Stelco Holdings for CAD $60 cash plus 0.454 Cliffs shares per share, about CAD $70 a share and roughly US$2.5 billion including debt. It funded the purchase with a further $600 million of the 2032 notes, an easing of its credit facility's borrowing conditions and $1.8 billion of new notes at 6.875% and 7.375%. The deal closed on 1 November 2024, adding the Lake Erie Works and Hamilton Works plants. Cliffs issued a further $850 million of 7.500% notes in February 2025 and $850 million of 7.625% notes in September 2025, the latest event in the record.
Written from the 36 story beats below (2015 to 8 Sept 2025), which come from the company's own announcements and filings.