ArcelorMittal S.A. : ArcelorMittal prices Combined Offering of common stock
and mandatorily convertible subordinated notes ("MCNs")
Luxembourg, 10 January 2013 - ArcelorMittal (the "Company") announces the
pricing of its combined offering of ordinary shares and mandatorily
convertible subordinated notes ("MCNs") announced earlier today (the "Combined
The total aggregate proceeds from the Combined Offering are approximately USD
4.0 billion (before deduction of commissions).
The ordinary shares offering represents an aggregate amount of USD 1.75
billion, representing approximately 104 million ordinary shares at an offering
price of USD 16.75 (EUR 12.83 at a EUR/USD conversion rate of 1.3060) per
The Company also announces the pricing of the USD 2.25 billion offering of
mandatorily convertible notes. 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 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
will pay a coupon of 6.00% per annum, payable quarterly in arrears. The
minimum conversion price of the MCNs will be equal to USD 16.75, corresponding
to the placement price of shares in the concurrent ordinary shares offering as
described above, and the maximum conversion price has been set at
approximately 125% of the minimum conversion price (corresponding to USD
The Mittal family participated by placing an order in the Combined Offering
for an aggregate amount of USD 600 million, split as follows: USD 300 million
of MCNs and USD 300 million of ordinary shares.
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 USD 15 billion.
Goldman Sachs & Co is acting as 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 are acting
as joint bookrunners of the Combined Offering.
Settlement of the ordinary shares 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 has applied 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.
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
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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