ArcelorMittal S.A. : ArcelorMittal announces proposed Combined Offering of
common stock and mandatorily convertible subordinated notes ("MCNs") for an
expected amount of USD 3.5 billion
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE
PROHIBITED BY APPLICABLE LAW
Luxembourg, 9 January 2013 - ArcelorMittal (the "Company") announces today its
intention to offer common stock ("the Shares") and mandatorily convertible
subordinated notes (the "MCNs") for an expected amount of approximately USD
3.5 billion ("the Combined Offering"). The Company retains the flexibility to
adjust the relative proportions of MCNs and common stock offered in the
The common stock and MCNs will be offered inside the United States pursuant to
a registration statement filed with the Securities and Exchange Commission
(the "SEC") and globally, subject to certain customary selling restrictions.
ArcelorMittal intends to use the net proceeds from the Combined Offering to
reduce existing indebtedness. Deleveraging remains a priority for
ArcelorMittal to retain strategic flexibility, and this offering, together
with other initiatives, is expected to enable the Company to reduce its net
debt down to approximately USD 17 billion by June 30, 2013 and accelerate the
achievement of a medium term net debt target of USD15 billion.
ArcelorMittal reiterates its guidance for the full year 2012. The Company
expects to achieve FY 2012 EBITDA of approximately USD 7 billion and net debt
is expected to be approximately USD 22 billion as of year end 2012.
Lakshmi Mittal, Chairman and CEO of ArcelorMittal, commented: "We have
consistently said that reducing net debt is a priority for the company. This
transaction, supplemented by proceeds from ongoing asset disposals, the
announced reduction in dividends and continued cost saving initiatives, will
significantly lower our net debt and accelerate the achievement of a medium
term net debt target of USD 15 billion."
The MCNs will have a maturity of 3 years, will be issued at 100% of the
principal amount and will be mandatorily converted into ordinary shares of
ArcelorMittal (the "Shares") at the maturity of the MCNs unless earlier
converted at the option of the holders or ArcelorMittal or upon certain
specified events in accordance with the terms of the MCNs. The MCNs are
expected to pay a coupon in the range between 5.875% and 6.375% per annum,
payable quarterly in arrears. The minimum conversion price of the MCNs will be
equal to the share reference price, determined by the placement price of
shares in the concurrent common stock offering as described below, and the
maximum conversion price is expected to be set in the range between 120% and
125% of the minimum conversion price.
Goldman Sachs & Co will be the sole global coordinator of the Combined
Offering, and Goldman Sachs & Co, BofA Merrill Lynch, Credit Agricole
Corporate and Investment Bank, and Deutsche Bank AG, London Branch will serve
as joint bookrunners of the Combined Offering.
The shares of common stock will be offered with preferential allocations to
existing shareholders. The Mittal family has indicated its intention to
participate by placing an order in the Combined Offering for an aggregate
amount of USD 600 million, and will be locked up for a period of 180 days.
Under the terms of the Combined Offerings, there will be a 180-day lock-up
period for the Company on issuances or sales of Shares and securities that
give the holder the right to acquire Shares.
The offering of the MCNs and the Shares will be made under ArcelorMittal's
shelf registration statement filed with the SEC on February 28, 2012, as
amended by a post-effective amendment filed on January 9, 2013. The final
terms of the MCNs and the concurrent equity offering are expected to be
announced on January 9, 2013 in a separate press release. Settlement of the
common stock offering is expected to occur on or around January 14, 2013.
Settlement of the MCNs is expected to occur on or around January 16, 2013.
ArcelorMittal will apply to list the MCNs on the New York Stock Exchange
("NYSE"), subject to satisfaction of the NYSE's minimum equity listing
standards with respect to the MCNs. There can be no assurance that such
requirement will be satisfied. If the MCNs are approved for listing,
ArcelorMittal expects trading on the NYSE to begin within 30 calendar days
after the MCNs are first issued.
ArcelorMittal management will host a conference call for members of the
investment community at:
Date New York London Luxembourg
Wednesday 9.00am 2.00pm 3.00pm
January 9, 2012
The dial in numbers:
Location Toll free dial in numbers Local dial in numbers Participant
UK Local 0800 169 3059 +44 (0)207 970 0006 314813#
USA Local 1800 814 6417 +1 215 599 1757 314813#
France 0800917772 +33 170707578 314813#
Germany 08009646526 +49 6940359700 314813#
Spain 900994921 +34 914140992 314813#
Luxembourg 80024686 +352 24871048 314813#
The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
copies may be obtained from Goldman Sachs & Co. at 1-212-902-1171, BofA
Merrill Lynch at 1-800-500-5408, or Deutsche Bank AG, London Branch at
This press release may contain forward-looking information and statements
about ArcelorMittal and its subsidiaries. These statements include financial
projections and estimates and their underlying assumptions, statements
regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future
performance. Forward-looking statements may be identified by the words
"believe," "expect," "anticipate," "target" or similar expressions. Although
ArcelorMittal's management believes that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of
ArcelorMittal's securities are cautioned that forward-looking information and
statements are subject to numerous risks and uncertainties, many of which are
difficult to predict and generally beyond the control of ArcelorMittal, that
could cause actual results and developments to differ materially and adversely
from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include those
discussed or identified in the filings with the SEC made or to be made by
ArcelorMittal, including ArcelorMittal's Annual Report on Form 20-F for the
year ended December 31, 2011 filed with the SEC. ArcelorMittal undertakes no
obligation to publicly update its forward-looking statements, whether as a
result of new information, future events, or otherwise.
No communication and no information in respect of the offering of securities
may be distributed to the public in any jurisdiction where a registration or
approval is required. The offering or subscription of securities may be
subject to specific legal or regulatory restrictions in certain jurisdictions.
ArcelorMittal takes no responsibility for any violation of any such
restrictions by any person.
In member states of the European Economic Area ("EEA") which have implemented
the Prospectus Directive (each, a "Relevant Member State"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Directive
("Qualified Investors"). For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in a Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU. In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom
it may otherwise lawfully be communicated.
In connection with the Combined Offering, the Joint Bookrunners or any of
their respective affiliates acting as an investor for their own account may
take up as a proprietary position any Securities and in that capacity may
retain, purchase or sell for their own account such Securities. In addition
they may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or dispose of
Securities. They do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
The Joint Bookrunners are acting on behalf ofthe Company and no one else in
connection with any offering of the Securities and will not be responsible to
any other person for providing the protections afforded to any of their
respective clients or for providing advice in relation to any offering of the
Securities. None of the Joint Bookrunners will regard any other person as its
client in relation to the offering of the Securities.
ArcelorMittal is the world's leading steel and mining company, with a presence
in more than 60 countries.
ArcelorMittal is the leader in all major global carbon steel markets,
including automotive, construction, household appliances and packaging, with
leading R&D and technology. The Group also has a world class mining business
with a global portfolio of over 20 mines in operation and development, and is
the world's 4th largest iron ore producer. With operations in over 22
countries spanning four continents, the Company covers all of the key
industrial markets, from emerging to mature, and has outstanding distribution
Through its core values of sustainability, quality and leadership,
ArcelorMittal commits to operating in a responsible way with respect to the
health, safety and well-being of its employees, contractors and the
communities in which it operates. It is also committed to the sustainable
management of the environment. It takes a leading role in the industry's
efforts to develop breakthrough steelmaking technologies and is actively
researching and developing steel-based technologies and solutions that
contribute to combat climate change. ArcelorMittal is a member of the
FTSE4Good Index and the Dow Jones Sustainability World Index.
In 2011, ArcelorMittal had revenues of $94.0 billion and crude steel
production of 91.9 million tonnes, representing approximately 6 per cent of
world steel output. The Group's mining operations produced 54 million tonnes
of iron ore and 8 million tonnes of metallurgical coal.
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 visit: www.arcelormittal.com
Contact information ArcelorMittal Investor Relations
Europe + 352 4792 2484
Americas + 1 312 899 3569
Retail + 44203214 3198
SRI + 44 207 543 1128
Bonds/Credit + 33 171 92 10 26
Contact information ArcelorMittal Corporate Communications
Phone: +352 4792 5000
ArcelorMittal Corporate Communications
Giles Read (Head of Media Relations) + 44 20 3214 2845
Tobin Postma + 44 20 3214
Martin Leeburn + 44 20 7379 5151
Sylvie Dumaine / Anne-Charlotte Creach + 33 1 5370 7470
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: ArcelorMittal S.A. via Thomson Reuters ONE
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