Title of
Security |
CUSIP/ISIN |
Outstanding
Principal Amount |
Acceptance Priority
Level |
Principal Amount
Tendered |
Principal Amount
Accepted |
Early Tender
Premium(1) |
Total
Consideration(2) |
7.000%
notes due 2039 |
03938LAP9/US03938LAP94 |
$1,117,462,000 |
1 |
$428,331,000 |
$428,331,000 |
$50 |
$1,170.00 |
6.750%
notes due 2041 |
03938LAS3/US03938LAS34 |
$629,005,000 |
2 |
$194,412,000 |
$194,412,000 |
$50 |
$1,153.00 |
- Per $1,000 principal amount of Notes validly tendered at or
prior to the Early Tender Time (as defined below) and not validly
withdrawn.
- Per $1,000 principal amount of Notes validly tendered at or
prior to the Early Tender Time and not validly withdrawn. Includes
the Early Tender Premium (as defined below). Does not include
Accrued Interest (as defined below).
21 August, 2018 - ArcelorMittal (the "Company" or
"ArcelorMittal") announces the early tender results of its
tender offers (the "Offers") to purchase for cash, for a
combined aggregate purchase price (exclusive of Accrued Interest
(as defined herein)) of up to $750,000,000 (the "Maximum Tender
Cap"), its outstanding 7.000% notes due 2039 (CUSIP
03938LAP9/ISIN US03938LAP94) (the "2039 Notes") and 6.750%
notes due 2041 (CUSIP 03938LAS3/ISIN US03938LAS34) (the
"2041 Notes" and, together with the 2039 Notes, the
"Notes"). Taking into account the $725,304,306 equivalent
cash spent on Notes accepted for purchase as of the Early Tender
Time pursuant to the Offers, the portion of the Maximum Tender Cap
available for Notes tendered after the Early Tender Time and at or
prior to the Expiration Time is equal to $24,695,694.
This announcement does not contain the full terms and conditions
of the Offers, which are contained in the offer to purchase dated
August 7, 2018 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), and is subject to the offer
restrictions set out below and more fully described in the Offer to
Purchase.
The table above sets forth information with respect to the Notes
that were validly tendered at or prior to 5:00 p.m., New York City
time, on August 20, 2018 (the "Early Tender Time") and not
withdrawn.
The Offers will expire at 11:59 p.m., New York City time, on
September 4, 2018, unless extended (as may be extended, the
"Expiration Time").
Subject to the terms and conditions set forth in the Offer to
Purchase, with respect to all Notes validly tendered at or prior to
the Early Tender Time and not validly withdrawn and accepted for
purchase pursuant to the Offers, the Company expects to pay the
Total Consideration, together with any accrued and unpaid interest
from, and including, the immediately preceding interest payment
date applicable to such Notes to, but excluding, the Early
Settlement Date (the "Accrued Interest"), to the Holders on
the second Business Day after the Early Tender Time, being August
22, 2018 (such date, the "Early Settlement Date"). With
respect to all Notes validly tendered after the Early Tender Time
but at or prior to the Expiration Time and accepted for purchase
pursuant to the Offers, the Company expects to pay the Tender
Consideration, together with any Accrued Interest, to the Holders
thereof on the second Business Day after the Expiration Time,
expected to be September 6, 2018. The "Total Consideration"
is the U.S. dollar amount payable per $1,000 principal amount of
the Notes set forth in the table above and includes an early tender
premium of $50 per $1,000 principal amount of Notes (the "Early
Tender Premium").
All Notes that are purchased by the Company in the Offers will
be retired and cancelled and no longer remain outstanding
obligations, and no interest will be payable on such Notes
following such cancellation. Holders that tendered 2041 Notes held
on the August 15, 2018 regular record date for the payment of
interest on the 2041 Notes will not receive any accrued and unpaid
interest on the 2041 Notes on the September 1, 2018 interest
payment date for the 2041 Notes, but instead will receive the
Accrued Interest on the Early Settlement Date.
The "Withdrawal Deadline" with respect to the Offers was
5:00 p.m., New York City time, on August 20, 2018. Notes already
tendered pursuant to the Offers may no longer be withdrawn, and any
Notes tendered after the Withdrawal Deadline and at or prior to the
Expiration Time may not be withdrawn.
ArcelorMittal will fund the Offers with existing cash and
liquidity resources. The Offers are being made to reduce gross debt
and interest expense through the early repayment of certain
long-term bonds issued by the Company.
Citigroup Global Markets Limited, Credit Agricole Securities
(USA) Inc., J.P. Morgan Securities LLC and Merrill Lynch
International have been appointed to serve as dealer managers for
the Offers. D.F. King has been retained to serve as the information
agent and tender agent in connection with the Offers.
For additional information regarding the terms of the Offers,
please contact Citigroup Global Markets Limited by e-mail at
liabilitymanagement.europe@citi.com or by telephone at +44 20 7986
8969 (London) or +1 800 558 3745 (toll free within the U.S.) or
collect at +1 212 723 6106, Credit Agricole Securities (USA) Inc.
by telephone at +1 866 807 6030 (toll free within the U.S.) or
collect at +1 212 261 7802, J.P. Morgan Securities LLC by telephone
at +1 866 834 4666 (toll free within the U.S.) or collect at +1 212
834 3424 and Merrill Lynch International by e-mail at
DG.LM_EMEA@baml.com or by telephone at +44 20 7996 5420 (London) or
+1 888 292 0070 (toll free within the U.S.) or collect at +1 980
387 3907. Requests for documents and questions regarding the tender
of Notes may be directed to D.F. King via e-mail:
arcelor@dfking.com or telephone: New York: +1 800 499 8410 (toll
free within U.S.) or collect at
+ 1 212 269 5550 and London: +44 20 7920
9700.
A copy of the Offer to Purchase is available at
http://www.dfking.com/arcelor and may also be obtained at no charge
from D.F. King.
None of ArcelorMittal, the dealer managers or the information
and tender agent makes any recommendation as to whether any holder
of the Notes should tender or refrain from tendering all or any
portion of the principal amount of the Notes.
Capitalized terms used and not defined herein have the meanings
ascribed to them in the Offer to Purchase.
Important Information
This press release is neither an offer to purchase nor a
solicitation to buy any Notes nor is it a solicitation for
acceptance of the Offers. The Company is making the Offers only by,
and pursuant to the terms of, the Offer to Purchase. The Offers are
not being made to (nor will tenders of Notes be accepted from or on
behalf of) holders of Notes in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This
announcement must be read in conjunction with the Offer to
Purchase.
###
United Kingdom. The communication of the Offer to
Purchase and any other documents or materials relating to the
Offers has not been approved by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside the United Kingdom; (2) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order")); (3) those persons who are existing members or
creditors of the Company or other persons within Article 43(2) of
the Order; (4) high net worth companies, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order or (5) any other persons to whom such documents
and/or materials may lawfully be communicated in circumstances in
which section 21(1) of the FSMA does not apply to the Company (all
such persons together being referred to as "relevant
persons"). The Offer to Purchase and any other documents or
materials relating to the Offers are only available to relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
France. The Offers are not being made, directly or
indirectly, to the public in the Republic of France. The Offer to
Purchase and any other documents or offering material relating to
the Offers may not be distributed or caused to be distributed to
the public in the Republic of France. Only (a) persons providing
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (b) qualified investors (investisseurs qualifiés) acting for
their own account, other than individuals (each a "Qualified
Investor"), as defined in, and in accordance with, Articles L.
411-1, L. 411-2 and D. 411-1 of the French Code monétaire et
financier and applicable regulations thereunder, are eligible to
participate in the Offers. Neither the Offer to Purchase, nor any
other such offering material has been submitted for clearance to
the Autorité des marchés financiers.
Italy. None of the Offers, the Offer to Purchase or any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to
applicable Italian laws and regulations. The Offers are being
carried out in the Republic of Italy ("Italy") as exempted
offers pursuant to article 101-bis, paragraph 3-bis of Legislative
Decree No. 58 of February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended. Holders or
beneficial owners of the Notes that are resident and/or located in
Italy can tender their Notes for purchase through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February, 2018, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with any other
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority. Each intermediary must
comply with applicable laws and regulations concerning information
duties vis-à-vis its clients in connection with the Notes or the
Offers.
Belgium. Neither the Offer to Purchase nor any other
document or materials relating to the Offers has been, or will be,
submitted or notified to, or approved by, the Belgian Financial
Services and Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit voor Financiële Diensten en Markten").
Neither this Offer to Purchase nor the Offers are being made in
Belgium by way of a public offering within the meaning of Articles
3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public
takeover bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen"), as amended
from time to time. Accordingly, the Offer to Purchase and the
Offers may not be, and are not being, advertised and the Offers
will not be extended and the Offer to Purchase and any other
documents or materials relating to the Offers may not, has not, and
will not, be distributed, directly or indirectly, to any person in
Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within
the meaning of Article 10, §1 of the Belgian Law of June
16, 2006 on the public offering of securities and the admission of
securities to trading on a regulated market ("loi relative aux
offres publiques d'instruments de placement et aux admissions
d'instruments de placement à la négociation sur des marchés
réglementés"/"wet op de openbare aanbieding van
beleggingsinstrumenten en de toelating van beleggingsinstrumenten
tot de verhandeling op een gereglementeerde markt"), as amended
from time to time, as referred to in Article 6, §3, 1° of said
Belgian Law of April 1, 2007 on public takeover bids. Insofar as
Belgium is concerned, the Offer to Purchase is only directed at,
and the Offers are made only to, qualified investors, as this term
is defined above. Accordingly, the information contained in the
Offer to Purchase or in any other documents or materials relating
to the Offers may not be used for any other purpose or disclosed or
distributed to any other person in Belgium.
About ArcelorMittal
ArcelorMittal is the world's leading steel and mining company,
with a presence in 60 countries and an industrial footprint in 18
countries. Guided by a philosophy to produce safe, sustainable
steel, we are the leading supplier of quality steel in the major
global steel markets including automotive, construction, household
appliances and packaging, with world-class research and development
and outstanding distribution networks.
Through our core values of sustainability, quality and
leadership, we operate responsibly with respect to the health,
safety and wellbeing of our employees, contractors and the
communities in which we operate.
For us, steel is the fabric of life, as it is at the heart of
the modern world from railways to cars and washing machines. We are
actively researching and producing steel-based technologies and
solutions that make many of the products and components people use
in their everyday lives more energy efficient.
We are one of the world's five largest producers of iron ore and
metallurgical coal. With a geographically diversified portfolio of
iron ore and coal assets, we are strategically positioned to serve
our network of steel plants and the external global market. While
our steel operations are important customers, our supply to the
external market is increasing as we grow.
In 2017, ArcelorMittal had revenues of $68.7 billion and crude
steel production of 93.1 million tonnes, while own iron ore
production reached 57.4 million tonnes.
ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Luxembourg (MT) and on the Spanish
stock exchanges of Barcelona, Bilbao, Madrid and Valencia
(MTS).
For more information about ArcelorMittal please visit:
http://corporate.arcelormittal.com/
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Contact information ArcelorMittal Investor Relations |
|
|
|
Europe |
+442075431156 |
Americas |
+13128993985 |
Retail |
+442075431156 |
SRI |
+442075431156 |
Bonds/Credit |
+33171921026 |
|
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|
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Contact information ArcelorMittal Corporate
Communications |
|
E-mail: |
press@arcelormittal.com |
Phone: |
+442076297988 |
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ArcelorMittal Corporate Communications |
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Paul
Weigh |
+442032142419 |
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France |
|
Image 7 |
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Sylvie Dumaine / Anne-Charlotte Creach |
+33153707470 |
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