ArcelorMittal prices Dutch auction tender offer for three note series

By Angela McDaniels

Tacoma, Wash., June 28 – ArcelorMittal SA determined the prices it will pay in the modified Dutch auction tender offer for up to $600 million principal amount of its $500 million 5 1/8% notes due June 1, 2020, $1 billion 6¼% notes due Aug. 5, 2020 and $1.5 billion 6½% notes due March 1, 2021, according to a company news release.

The tender offer began June 14 and will end at 11:59 p.m. ET on July 12.

For each $1,000 principal amount of notes, the total consideration is $1,051.25 for the 5 1/8% notes, $1,063.75 for the 6¼% notes and $1,053.75 for the 6½% notes.

The company determined a single clearing premium, $42.50, based on the bid premiums for all notes tendered by the early tender time, 5 p.m. ET on June 27.

The total consideration for each $1,000 principal amount of notes tendered by the early tender time and accepted for purchase is equal to the minimum bid price for the relevant series of notes plus the clearing premium.

Holders who tender must specify the minimum total consideration (the "bid price") within the price range that they would be willing to receive in payment for each $1,000 principal amount of notes.

The acceptable bid price range is $1,008.75 to $1,051.25 for the 5 1/8% notes, $1,021.25 to $1,063.75 for the 6¼% notes and $1,011.25 to $1,053.75 for the 6½% notes. Each of these amounts includes the early tender premium.

To receive the total consideration, which includes the $50 early tender premium, holders had to tender by the early tender time.

Notes tendered by the early tender time will be accepted for purchase in priority to notes tendered after the early tender time.

As of the early tender time, holders had tendered $110,936,000 of the 5 1/8% notes, $144,901,000 of the 6¼% notes and $320,464,000 of the 6½% notes.

Taking into account the $576,301,000 principal amount of notes accepted for purchase as of the early tender time, the portion of the $600 million cap available for notes tendered after the early tender time is $23,699,000. Notes tendered may be subject to proration in the event that the offers are oversubscribed at the expiration time.

The company will also pay accrued interest up to but excluding the applicable settlement date, which is expected to be the second business day after the early tender time for notes tendered by the early tender time and the second business day after the expiration time for notes tendered after the early tender time but prior to the expiration time.

ArcelorMittal will fund the offers with existing cash resources and said the offers are being made to reduce gross debt.

The dealer managers are Barclays (liability.management@barclays.com, 800 438-3242, 212 528-7581 or +44 20 3134 8515), BNP Paribas (888 210-4358 or 212 841-3059), Citigroup Global Markets Ltd. (liabilitymanagement.europe@citi.com, +44 20 7986 8969, 800 558-3745 or 212 723-6106) and J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424).

The information agent and tender agent is D.F. King & Co. Inc. (arcelor@dfkingltd.com, +44 (0)20 7920 9700, 800 814-4284, 212 269-5550 or +852 3953-7230).

ArcelorMittal is a steel and mining company based in Luxembourg.

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