Title of
Security |
CUSIP/ISIN |
Outstanding
Principal Amount |
Acceptance Priority
Level |
Early Tender
Premium(4) |
Total
Consideration(5) |
6.250%
notes due 2022(1) |
03938LAX2/US03938LAX29 |
$1,100,000,000 |
1 |
$50 |
$1,146.25 |
6.750%
notes due 2041(2) |
03938LAS3/US03938LAS34 |
$1,000,000,000 |
2 |
$50 |
$1,190.00 |
7.000%
notes due 2039(3) |
03938LAP9/US03938LAP94 |
$1,500,000,000 |
3 |
$50 |
$1,212.50 |
- The interest rate on the 6.250% notes due 2022 has changed
pursuant to an interest adjustment clause and is currently
6.750%.
- The interest rate on the 6.750% notes due 2041 has changed
pursuant to an interest adjustment clause and is currently
7.250%.
- The interest rate on the 7.000% notes due 2039 has changed
pursuant to an interest adjustment clause and is currently
7.500%.
- Per $1,000 principal amount of Notes validly tendered at or
prior to the Early Tender Time and not validly withdrawn.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prior to the Early Tender Time and not validly withdrawn.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. Does not include Accrued Interest (as
defined herein).
28 September 2017 - ArcelorMittal (the "Company" or
"ArcelorMittal") announces the launch 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 $1,250,000,000 (the "Maximum Tender Cap"),
its outstanding 6.250% notes due 2022 (CUSIP 03938LAX2/ISIN
US03938LAX29) (the "2022 Notes"), 6.750% notes due 2041
(CUSIP 03938LAS3/ISIN US03938LAS34) (the "2041 Notes")
and 7.000% notes due 2039 (CUSIP 03938LAP9/ISIN US03938LAP94) (the
"2039 Notes" and, together with the 2022 Notes and the 2041
Notes, the "Notes"). Subject to the Maximum Tender Cap, the
amount of a Series of Notes that is purchased in the Offers on the
applicable Settlement Date (as defined below) will be based on the
numerical order of priority (the "Acceptance Priority
Level") for such Series, subject to the proration arrangements
applicable to the Offers, as set forth in the table above.
This announcement does not contain the full terms and conditions
of the Offers, which are contained in the offer to purchase dated
September 28, 2017 (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 October 26, 2017, unless extended (as
may be extended, 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 October 12, 2017, unless
extended (such time, as the same may be extended, the "Early
Tender Time"). 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"). 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.
Subject to applicable law, the Company expressly reserves the
right, but is not obligated to, increase the Maximum Tender Cap in
its sole and absolute discretion without extending the Early Tender
Time, the Withdrawal Deadline (as defined below) or otherwise
reinstating withdrawal rights.
Subject to the Maximum Tender Cap and the proration arrangements
applicable to the Offers, all Notes of a Series validly tendered
and not validly withdrawn at or prior to the Early Tender Time
having a higher Acceptance Priority Level will be accepted before
any tendered Notes of a Series having a lower Acceptance Priority
Level. Among any Notes validly tendered following the Early Tender
Time but at or prior to the Expiration Time, Notes having a higher
Acceptance Priority Level will be accepted before any Notes
tendered following the Early Tender Time having a lower Acceptance
Priority Level, subject to the Maximum Tender Cap. If the Offers
are not fully subscribed as of the Early Tender Time, subject to
the Maximum Tender Cap, Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be accepted for
purchase in priority to Notes tendered following the Early Tender
Time even if such Notes tendered following the Early Tender Time
have a higher Acceptance Priority Level than Notes tendered at or
prior to the Early Tender Time. As such, 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 Cap available after the Early Tender Time
could be reduced significantly or altogether. Accordingly, if the
Maximum Tender Cap is reached in respect of tenders made at or
prior to the Early Tender Time, no Notes tendered after the Early
Tender Time will be accepted for purchase (irrespective of their
priority level).
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 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"), to the Holders on
the second Business Day after the Early Tender Time, expected to be
October 16, 2017 (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,
expected to be October 30, 2017 (such date the "Final Settlement
Date"; each of the Early Settlement Date and the Final
Settlement Date, a "Settlement Date").
A press release announcing the amount of Notes to be accepted
for purchase on the Early Settlement Date and the Final Settlement
Date will be published as soon as practicable following the Early
Tender Time and the Expiration Time, as applicable.
Notes tendered may only be withdrawn at or prior to 5:00 p.m.,
New York City time, on October 12, 2017 (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 and interest expense
through the early repayment of certain medium- to long-term bonds
issued by the Company.
Citigroup Global Markets Limited, HSBC Securities (USA) Inc.,
Merrill Lynch International and RBC Capital Markets, 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 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, HSBC Securities (USA) Inc. by telephone
at +44 20 7992 6237 (London) or +1 212 525 5552 (U.S.), Merrill
Lynch International by email at dg.lm_emea@baml.com or by telephone
at +44 20 7996 5420 (London), +1 888 292 0070 (toll free within the
U.S.) or collect at +1 980 388 3646 and RBC Capital Markets, LLC by
email at liability.management@rbccm.com or by telephone at +44 20
7029 7420 (London), +1 877 381 2099 (toll free within the U.S.) or
collect at +1 212 618 7822. Requests for documents and questions
regarding the tender of Notes may be directed to D.F. King via
email: arcelor@dfking.com or telephone: New York: +1 800 814 4284
(toll free within U.S.) or collect at
+ 1 212 269 5550 and London: +44 20 7920
9700.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.
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 the
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 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.
16190 of October 29, 2007, as amended, 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 Offer to Purchase.
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"). The
Offers are not 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 may not be, and is 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, of said
Belgian Law of April 1, 2007 on public takeover bids. Insofar as
Belgium is concerned, 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 2016, ArcelorMittal had revenues of $56.8 billion and crude
steel production of 90.8 million tonnes, while own iron ore
production reached 55.2 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 |
|
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Europe |
+442075431156 |
Americas |
+13128993985 |
Retail |
+442075431156 |
SRI |
+442075431156 |
Bonds/Credit |
+33171921026 |
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Contact information ArcelorMittal Corporate
Communications |
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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 |
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Image 7 |
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Sylvie Dumaine / Anne-Charlotte Creach |
+33153707470 |
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