Cliffs Natural Resources tenders for $600 million of five note series

By Susanna Moon

Chicago, Nov. 20 – Cliffs Natural Resources Inc. said it began tender offers for up to $600 million of five series of its notes.

The notes covered by the tender offers are listed in order of priority acceptance levels:

• $800 million 6¼% senior notes due 2040 with $400 million sub-cap;

• $500 million 3.95% senior notes due 2018 with $100 million sub-cap;

• $700 million 4 7/8% senior notes due 2021;

• $500 million 4.8% senior notes due 2020; and

• $400 million 5.9% senior notes due 2020.

The total purchase price for each $1,000 principal amount will be as follows:

• $700 for the 6¼% senior notes due 2040;

• $850 for the 3.95% senior notes due 2018;

• $760 for the 4 7/8% senior notes due 2021;

• $765 for the 4.8% senior notes due 2020; and

• $785 for the 5.9% senior notes due 2020.

The total payment includes an early tender premium of $50.00 per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 3, the early tender date.

The company also will pay accrued interest up to but excluding the settlement date.

The tender offers will end at midnight ET on Dec. 17.

The tender offers are not conditioned upon any minimum amount of notes being tendered.

The company said it plans to finance the offers by issuing at least $1.1 billion principal amount of senior secured debt securities that will mature by the 2020 notes but, subject to market conditions, the company also may opt for alternative debt financing.

The company also plans to obtain a new secured asset-based revolving credit facility to replace its revolving credit facility with availability of $500 million to $550 million.

Credit Suisse Securities (USA) LLC (attn: liability management group, 800 820-1653 or 212 538-2147 collect) and Jefferies LLC (attn: liability management group, 877 877-0696 or 212 284-2435 collect) are the dealer managers. Global Bondholder Services Corp. (866 470-3700 or 212 430-3774 collect for banks and brokers) is the information agent and depositary.

Cliffs is a Cleveland-based mining and natural resources company.

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