U.S. Steel announces consent bids for Big River debt obligations

By Wendy Van Sickle

Columbus, Ohio, Feb. 6 – United States Steel Corp. and two of its subsidiaries, Big River Steel LLC and BRS Finance Corp., are soliciting consents from holders of three series of notes and bonds, according to a press release.

The solicitation relates to the following three securities:

• $720 million outstanding 6 5/8% senior notes due 2029 issued by Big River (Cusips: 08949LAB6, U0901LAB6);

• $487 million outstanding series 2019 bonds issued by Arkansas Development Finance Authority as industrial development revenue bonds (Cusip: 04108WCC4); and

• $265 million outstanding tax-exempt series 2020 green bonds (Cusip: 04108WCD2) issued by Arkansas Development Finance Authority as industrial development revenue bonds.

The purpose of the 6 5/8% notes’ consent solicitation is to amend the indenture such that, in the event that U.S. Steel elects to guarantee the notes, the indenture will be substantially conformed to the indenture under which U.S. Steel’s 6 7/8% senior notes due 2029 were issued.

The purpose of the bonds’ consent solicitation is to amend the bond documents such that, in the event that U.S. Steel elects to guarantee Big River Steel’s obligations under the financing agreements, the covenants, security and disclosure obligations will be substantially conformed to the bond documents of the Arkansas Development Finance Authority environmental improvement revenue bonds, series 2022).

The proposed amendments would reduce administrative complexity and simplify governance and compliance by making U.S. Steel’s and its subsidiaries’ obligations across its indentures more uniform and providing more operational and financial flexibility, U.S. Steel said.

Subject to receipt of the requisite consents and satisfaction or waiver of conditions, a consent fee of $10 per $1,000 principal amount is being offered for each series to holders who consent by 5 p.m. ET on Feb. 14.

Adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of outstanding notes to approve the removal, amendment or addition of certain restrictive covenants, provisions and events of default in the indenture and at least 66 2/3% of the outstanding notes to approve the release of all collateral.

For the bonds, adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the outstanding series 2019 bonds and series 2020 bonds, as applicable.

Each consent solicitation is conditioned upon the receipt of the requisite consents in each of the other consent solicitations and the completion of each of the other consent solicitations.

BofA Securities (888 292-0070 or 980 388-3646) is acting as solicitation agent for the notes.

U.S. Bank Trust Co., NA is acting as solicitation agent for the bonds.

D.F. King & Co., Inc. (800 659-5550 or 212 269-5550 or uss@dfking.com) is acting as information and tabulation agent for all of the consent solicitations.

Goldman, Sachs & Co. LLC (800 828-3182, 212 902-5962), Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-6340), J.P. Morgan Securities LLC (866 834-4666, 212 834-3822) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759) are the dealer managers.

The steel producer is based in Pittsburgh.

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