27 Feb 2020merger communication● Neutral
A second letter to shareholders ahead of the AK Steel merger vote, filed under the merger communications rules.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 Feb 2020business combination● Neutral
Cliffs filed pro forma financial information for the AK Steel merger, a procedural disclosure ahead of the deal's expected first-quarter 2020 close.
26 Feb 2020merger communication● NeutralMajor
Cliffs launched a tender offer related to AK Steel's outstanding notes as part of folding AK Steel's debt into its own capital structure ahead of the merger's close.
25 Feb 2020merger communication▲ GoodMajor
Cliffs disclosed a favorable voting recommendation on the AK Steel merger ahead of the March 10 shareholder meeting, another step clearing the way to closing.
24 Feb 2020merger communication● Neutral
A social media (Facebook) promotional post about the pending AK Steel merger, filed under the merger communications rules.
21 Feb 2020merger communication▲ GoodMajor
Cliffs and AK Steel announced they had cleared antitrust review, satisfying a key remaining condition to closing the merger.
20 Feb 2020merger communication● Neutral
Cliffs' Q4 2019 earnings release, filed under the merger communications rules alongside the same day's earnings call.
20 Feb 2020merger communication● Neutral
Cliffs' Q4 2019 earnings call transcript, filed under the merger communications rules because of the pending AK Steel deal; the results themselves were unrelated to the merger's terms.
18 Feb 2020merger communication● Neutral
Cliffs sent a letter to shareholders ahead of the March 10, 2020 special meeting to vote on the AK Steel merger, filed under the merger communications rules.
12 Feb 2020merger communication▲ GoodMajor
Cliffs and AK Steel extended their noteholder exchange offer to coincide with an earlier-than-expected March 13, 2020 merger closing date, signaling the deal was on track to close ahead of schedule.
29 Jan 2020merger communication▲ Good
Cliffs and AK Steel said they had received the requisite consents to adopt proposed amendments to the AK Steel note indentures, with about 87% of the 2025 notes and 86% of the 2027 notes tendered early. The amendments only take effect if the merger closes.
28 Jan 2020business combination● NeutralMajor
Cliffs filed Amendment No. 1 to its S-4 for the AK Steel merger, updating the figures to a January 24, 2020 Cliffs price of $7.38, an implied $2.95 per AK Steel share, and a 0.400 exchange ratio. AK Steel holders were still expected to own about 32% of the combined company.
15 Jan 2020merger communication● NeutralMajor
Ahead of closing the AK Steel merger, Cliffs launched offers to exchange AK Steel's existing 6.375% and 7.00% notes for new Cliffs notes, alongside a consent solicitation to strip restrictive covenants from the AK Steel note indentures - folding AK Steel's debt into Cliffs' capital structure.
8 Jan 2020business combination● NeutralMajor
Registration statement and joint proxy for Cliffs' all-stock purchase of AK Steel: 0.400 Cliffs shares per AK Steel share, an implied $3.36 a share at the December 2, 2019 announcement, leaving AK Steel holders with about 32% of the enlarged Cliffs and no appraisal rights on either side. Moelis advised Cliffs and Goldman Sachs advised AK Steel; Cliffs owes a $30 million break fee if it walks, and AK Steel's 7.50% secured notes and credit facility were expected to be refinanced at closing.
4 Dec 2019business combination▲ GoodMajor
Cliffs filed the full text of its Agreement and Plan of Merger with AK Steel, formalizing the terms of the all-stock acquisition announced two days earlier.
4 Dec 2019merger communication● Neutral
A companion filing of the AK Steel Merger Agreement under the merger communications rules, duplicating the same-day 8-K disclosure.
3 Dec 2019business combination▲ GoodMajor
Cliffs and AK Steel jointly disclosed the signed Agreement and Plan of Merger under which a Cliffs subsidiary will merge into AK Steel, making it a wholly owned Cliffs subsidiary - the formal SEC filing of the deal announced the same day.
3 Dec 2019merger communication● Neutral
A same-day companion filing under the AK Steel merger communications rules; no additional terms beyond the announcement disclosed elsewhere that day.
3 Dec 2019merger communication● Neutral
A same-day companion filing under the AK Steel merger communications rules, likely a Cleveland-Cliffs website posting about the deal; no additional terms disclosed.
3 Dec 2019merger communication● Neutral
A same-day internal communication to Cliffs' hourly employees about the newly announced AK Steel merger, filed under the merger communications rules.
3 Dec 2019merger communication▲ GoodMajor
Cliffs announced it agreed to acquire AK Steel in an all-stock deal: AK Steel holders get 0.40 Cliffs shares per share (about $3.36/share, a 16-27% premium), Cliffs shareholders end up owning roughly 68% of the combined company, valuing AK Steel at about $3.0 billion enterprise value with $120 million in expected annual synergies - combining Cliffs' iron ore pellets with AK Steel's steelmaking into one vertically integrated producer.
3 Dec 2019merger communication● Neutral
Cliffs filed the transcript of its investor conference call discussing the AK Steel merger announced that day, carrying only standard forward-looking-statement disclaimers rather than new deal terms.
3 Dec 2019merger communication● Neutral
A website posting about the newly announced AK Steel merger, filed under the merger communications rules with standard forward-looking-statement disclaimers.
3 Dec 2019merger communication● Neutral
A same-day internal communication to Cliffs' salaried employees about the newly announced AK Steel merger, filed under the merger communications rules.
14 May 2019debt financing● NeutralMajor
Cliffs issued $750 million of new 5.875% Senior Guaranteed Notes due 2027 in a private placement.
1 Mar 2018debt financing● Neutral
Cliffs replaced its $550 million asset-based revolving credit facility with Bank of America with a new agreement providing up to $450 million in borrowings, maturing in 2023.
14 Feb 2018debt financing● Neutral
Cliffs registered its $1.075 billion of 5.75% notes due 2025 (issued in February and August 2017) with the SEC so holders could exchange the privately-placed notes for freely tradable registered ones - a routine compliance step, not a merger.
19 Dec 2017debt financing▲ GoodMajor
Cliffs issued $400 million of new 4.875% Senior Secured Notes due 2024, a lower coupon than its 2016 distressed notes, reflecting its improved credit standing.
7 Aug 2017debt financing● NeutralMajor
Cliffs added $575 million more to its 5.75% notes due 2025, bringing that note series to $1.075 billion outstanding.
27 Feb 2017debt financing● NeutralMajor
Cliffs issued $500 million of new 5.75% senior notes due 2025 in a private placement, refinancing as the iron ore market recovered from its 2015-2016 downturn.