ArcelorMittal tenders for six note series with $1.5 billion outlay cap

By Susanna Moon

Chicago, Sept. 7 – ArcelorMittal SA is offering to pay up to $1.5 billion in a tender offer for six series of notes.

The total purchase price for each $1,000 principal amount will be as follows, with the notes listed in order of priority acceptance levels:

• $1,063,360,000 of outstanding 6 1/8% notes due 2018 with a purchase price of $1,070;

• $1,091,781,000 of outstanding 9.85% notes due 2019 with a purchase price of $1,217.50 and interest rate increased under an adjustment clause to 10.85%;

• $386,748,000 of outstanding 5 1/8% notes due June 2020 with a purchase price of $1,068.75;

• $853,406,000 of outstanding 5¼% notes due August 2020 with a purchase price of $1,103.75 and interest rate increased under an adjustment clause to 6¼%;

• $1,176,650,000 of outstanding 5½% notes due 2021 with a purchase price of $1,111.25 and interest increased under an adjustment clause to 6½%; and

• $1.1 billion of outstanding 6¼% notes due 2022 with a purchase price of $1,156.25 and interest increased under an adjustment clause to 7¼%.

The total purchase price includes a $50 early tender premium per $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 20, the early tender date.

The tender offer will continue until 11:59 p.m. ET on Oct. 4.

Holders who tender after the early deadline will receive the total amount less the early premium.

The company also will pay accrued interest to but excluding the settlement date of Sept. 23 for early tendered notes and Oct. 7 for all other tenders.

If the offers are not fully subscribed by the early deadline, the company said that it will accept notes before the early deadline before those tendered afterward even if those notes tendered afterward have a higher acceptance priority level.

Tendered notes may be withdrawn by the early tender deadline.

ArcelorMittal said it will fund the offers with existing cash and possibly by drawing under its credit facilities.

The offers are being made to reduce gross debt through the early repayment of some of ArcelorMittal`s short- to medium-term maturing bonds, according to a company announcement.

The company said it reserves the right to raise the tender cap without extending the early tender deadline.

Citigroup Global Markets Ltd. (liabilitymanagement.europe@citi.com, +44 20 7986 8969, 800 558-3745 or 212 723-6106), Deutsche Bank Securities Inc. (855 287-1922 (toll free within the U.S.) or collect at +1 212 250-7527, J.P. Morgan Securities LLC at (866 834-4666 (toll free within the U.S.) or collect at +1 212 834-3424), RBC Capital Markets, LLC (liability.management@rbccm.com or by telephone at +44-20-7029-7420 (London), +1 877 381-2099, 212 618-7822) and Societe Generale (liability.management@sgcib.com, +44 20-7676-7579, 855 881-2108 or 212 278-6964) are the dealer managers. D.F. King (arcelor@dfking.com, 800 814-4284, 212 269-5550, +44 (0)20 7920 9700 or dfking.com/arcelor) is the information agent and tender agent.

ArcelorMittal is a steel and mining company based in Luxembourg.

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