ArcelorMittal (the “ Company ” or “ ArcelorMittal ”) announces the launch of its tender offers (the “ Offers ”) to purchase for cash up to the Maximum Tender Amount (as defined herein) in the aggregate of its outstanding 5.125% Notes due June 1, 2020 (CUSIP 03938LAY0/ ISIN US03938LAY02) (the “ June 2020 Notes ”), 5.250% notes due August 5, 2020 (CUSIP 03938LAQ7/ ISIN US03938LAQ77) (the “ August 2020 Notes ”) and 5.500% notes due March 1, 2021 (CUSIP 03938LAU8/ ISIN US03938LAU89) (the “ 2021 Notes ” and, together with the June 2020 Notes and the August 2020 Notes, the “ Notes ”).
This announcement does not contain the full terms and conditions of the Offers, which are contained in the offer to purchase dated June 14, 2016 (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.
Notes may be validly tendered at any time on or before 11:59 p.m., New York City time, on July 12, 2016, unless extended or earlier terminated (as may be extended or earlier terminated, the “ Expiration Time ”). Notes must be tendered in accordance with the procedures set forth in the Offer to Purchase. To receive the Total Consideration (as defined herein), plus any Accrued Interest, Holders must tender their Notes prior to 5:00 p.m., New York City time, on June 27, 2016, unless extended (such time, as the same may be extended, the “ Early Tender Time ”). The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of Notes (the “ Early Tender Premium ”). Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the “ Tender Consideration ”, which is the applicable Total Consideration minus the Early Tender Premium, plus any Accrued Interest.
The “ Maximum Tender Amount ” is $600 million in aggregate principal amount of the Notes. The Company expressly reserves the right in its sole discretion, subject to applicable law, to increase the Maximum Tender Amount after the determination of the Clearing Premium (as defined in the Offer to Purchase) at the Early Tender Time without extending the Withdrawal Deadline (as defined herein) or otherwise reinstating withdrawal rights.
The Offers are being conducted as a modified “Dutch Auction”. If a Holder elects to participate in an Offer, such Holder may specify the minimum Total Consideration (the “ Bid Price ”) within the price range applicable to the relevant Series that such Holder would be willing to receive in payment for each $1,000 principal amount of Notes from such Series that the Holder tenders in the Offer. The terms and conditions applicable to Holders’ Bid Prices and the bidding procedure are described in the section “The Offers—Description of the Offers—Bidding Procedure” in the Offer to Purchase.
At the Early Tender Time, the Company will determine a single Clearing Premium based on the Bid Premiums (as defined in the Offer to Purchase) for all Notes tendered at or prior to the Early Tender Time in accordance with the modified “Dutch Auction” procedure described in the section “The Offers—Description of the Offers—Clearing Premium and Total Consideration” in the Offer to Purchase. The “ Total Consideration ” for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time and not validly withdrawn and accepted for purchase pursuant to the Offers will be equal to the sum of: (i) the Minimum Bid Price for the relevant Series and (ii) the Clearing Premium determined in accordance with this modified “Dutch Auction” procedure.
Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent that Notes are tendered at or prior to the Early Tender Time the Maximum Tender Amount available after the Early Tender Time could be reduced significantly or altogether. Notes tendered may be subject to proration in the event that the Offers are oversubscribed at the Early Tender Time or the Expiration Time, as applicable, as described in the section “The Offers— Description of the Offers—Priority of Acceptance and Proration” in the Offer to Purchase.
The Total Consideration and Tender Consideration, as applicable, with respect to the Notes accepted for purchase pursuant to the Offers will be payable in cash. In addition to the Total Consideration or Tender Consideration, as applicable, Holders who tender Notes that are accepted for purchase pursuant to the Offers will also be paid accrued and unpaid interest from, and including, the immediately preceding interest payment date applicable to such Notes to, but excluding, the applicable Settlement Date (the “ Accrued Interest ”).
With respect to the 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 Interest, to the Holders on the second Business Day after the Early Tender Time (such date, the “ Early Settlement Date ”). With respect to 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 (such date the “ Final Settlement Date ”; each of the Early Settlement Date and the Final Settlement Date, a “ Settlement Date ”).
Notes tendered may only be withdrawn at or prior to 5:00 p.m., New York City time, on June 27, 2016 (such date and time, as the same may be extended, the “ Withdrawal Deadline ”) but, except as otherwise provided, not thereafter.
ArcelorMittal will fund the Offers with existing cash resources. The Offers are being made to reduce gross debt through the early repayment of medium-term maturing bonds.
Barclays Capital Inc., BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities LLC 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 Barclays Capital Inc. by email at liability.management@barclays.com or by telephone at +1 800 438 3242 (toll free within the U.S.), collect at +1 212 528 7581 or +44 20 3134 8515 (London), BNP Paribas at +1 888 210 4358 (toll free within the U.S.) or collect at +1 212 841 3059, Citigroup Global Markets Limited by email at liabilitymanagement.europe@citi.com or by telephone at +44 20 7986 8969 (London), +1 800 558 3745 (toll free within the U.S.) or collect at +1 212 723 6106 or J.P. Morgan Securities LLC at +1 866 834 4666 (toll free within the U.S.) or collect at +1 212 834 3424. Requests for documents and questions regarding the tender of Notes may be directed to D.F. King via email: http://www.dfking.com/arcelor or telephone: London: +44 (0)20 7920 9700, New York: +1 800 814 4284 (toll free within U.S.) or collect at + 1 212 269 5550, and Hong Kong: +852 3953 7230.
The Offer to Purchase is expected to be distributed to holders of Notes beginning today. 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, or the price at which any such Notes should be tendered.
Capitalized terms used and not defined herein have the meanings ascribed to them in the Offer to Purchase.
