ArcelorMittal S.A. : ArcelorMittal prices Combined Offering of common stock and mandatorily convertible subordinated notes (

 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
Offering").

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 
ordinary share.

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 
20.94).

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 
1-800-503-4611.

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.

About ArcelorMittal



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 
networks.



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
E-mail: press@arcelormittal.com
Phone: +352 4792 5000
ArcelorMittal Corporate Communications
Giles Read (Head of Media Relations)      + 44 20 3214 2845
Tobin Postma                         + 44 20 3214
2412

United Kingdom
Maitland Consultancy:
Martin Leeburn                        + 44 20 7379 5151

France
Image 7
Sylvie Dumaine / Anne-Charlotte Creach    + 33 1 5370 7470

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Source: ArcelorMittal S.A. via Thomson Reuters ONE
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