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Cliffs Natural Resources Inc. Announces Public Offering of Common Shares and Mandatory Convertible Preferred Shares

PR Newswire/Les Echos/ 
Cliffs Natural Resources Inc. Announces Public Offering of Common Shares and 
                Mandatory Convertible Preferred Shares 
CLEVELAND, Feb. 12, 2013 -- Cliffs Natural Resources Inc. (NYSE: CLF) (Paris:
CLF) (the "Company") today announced that it is offering to sell, subject to
market and other conditions, 9,000,000 of its common shares, par value $0.125
per share ("Common Shares") (or up to 10,350,000 Common Shares if the
underwriters of such offering exercise their option to purchase additional
Common Shares) (the "Common Shares Offering"), and 20,000,000 of its depositary
shares ("Depositary Shares"), each representing a 1/40th interest in a share of
its new mandatory convertible preferred stock, Class A ("Mandatory Convertible
Preferred Shares"), $1,000 liquidation preference per Mandatory Convertible
Preferred Share (equivalent to $25 per Depositary Share) (or up to 23,000,000
Depositary Shares if the underwriters of such offering exercise their
over-allotment option in full) (the "Mandatory Convertible Preferred Shares
Offering") in separate registered public offerings. 
The Depositary Shares entitle the holders, through the bank depositary, to a
proportional fractional interest in the rights and preferences of the Mandatory
Convertible Preferred Shares underlying the Depositary Shares, including
conversion, dividend, liquidation and voting rights, subject to certain limited
exceptions. Unless converted earlier at the option of the holders, each
Mandatory Convertible Preferred Share (and, correspondingly, each Depositary
Share) will automatically convert into a variable number of Common Shares on or
around Feb. 15, 2016. The conversion rates, dividend rate and other terms of the
Mandatory Convertible Preferred Shares will be determined by negotiations
between the Company and the underwriters of the Mandatory Convertible Preferred
Shares Offering. 
The Company intends to use the net proceeds f rom the Common Shares Offering and
the Mandatory Convertible Preferred Shares Offering to repay borrowings
outstanding under its term loan facility. Any remaining net proceeds will be
used for general corporate purposes. 
The Common Shares Offering is not contingent upon the successful completion of
the Mandatory Convertible Preferred Shares Offering and the Mandatory
Convertible Preferred Shares Offering is not contingent upon the successful
completion of the Common Shares Offering. 
Currently, no public market exists for the Depositary Shares. The Company
intends to apply to list the Depositary Shares on the New York Stock Exchange
under the symbol "CLV." If the application is approved, the Company expects
trading of the Depositary Shares on the New York Stock Exchange to commence
within the 30-day period after the initial delivery of the Depositary Shares. 
J.P. Morgan and BofA Merrill Lynch are serving as joint book-running managers
for the Common Shares Offering and the Mandatory Convertible Preferred Shares
Offering. 
A registration statement relating to these securities has been filed with the
U.S. Securities and Exchange Commission and is effective. Each of the Common
Shares Offering and the Mandatory Convertible Preferred Shares Offering may be
made only by means of a prospectus supplement and an accompanying prospectus. A
copy of the preliminary prospectus supplement and the accompanying prospectus
relating to the Common Shares Offering or the Mandatory Convertible Preferred
Shares Offering, as the case may be, may be obtained by contacting: J.P. Morgan
Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, or by calling 1-866-803-9204, or by contacting
BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus
Department, email: dg.prospectus_requests@baml.com. 
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the Common Shares, the Depositary Shares, the Mandatory
Convertible Preferred Shares or any other securities, nor will there be any sale
of the Common Shares, the Depositary Shares, the Mandatory Convertible Preferred
Shares or any other securities in any state or jurisdiction in which such an
offer, solicitation or sale is not perm itted. A registration statement relating
to these securities has been filed with the Securities and Exchange Commission
and is effective. The Common Shares Offering and the Mandatory Convertible
Preferred Shares Offering do not require a prospectus to be submitted for
approval to the French Autorite des marches financiers. 
About Cliffs Natural Resources Inc.
Cliffs Natural Resources Inc. is an international mining and natural resources
company. A member of the S&P 500 Index, the Company is a major global iron ore
producer and a significant producer of high- and low-volatile metallurgical
coal. Cliffs' strategy is to continually achieve greater scale and
diversification in the mining industry through a focus on serving the world's
largest and fastest growing steel markets. Driven by the core values of social,
environmental and capital stewardship, Cliffs associates across the globe
endeavor to provide all stakeholders operating and financial transparency. 
The Company is organized through a global commercial group responsible for sales
and delivery of Cliffs' products and a global operations group responsible for
the production of the minerals the Company markets. Cliffs operates iron ore and
coal mines in North America and an iron ore mining complex in Western Australia.
In addition, Cliffs has a major chromite project, in the feasibility stage of
development, located in Ontario, Canada. 
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
federal securities laws. Although the Company believes that its forward-looking
statements are based on reasonable assumptions, such statements are subject to
risks and uncertainties relating to Cliffs' operations and business environment
that are difficult to predict and may be beyond Cliffs' control. Such
uncertainties and factors may cause actual results to differ materially from
those expressed or implied by forward-looking statements for a variety of
reasons including without limitation: uncertainty or weaknesses in global
economic conditions, including downward pressure on prices, reduced market
demand and any slowing of the economic growth rate in China; trends affecting
our financial condition, results of operations or future prospects, particularly
the continued volatility of iron ore and coal prices; our ability to
successfully integrate acquired companies into our operations and achieve post-acquisition synergies, including without limitation, Cliffs Quebec Iron Mining
Limited (formerly Consolidated Thompson Iron Mining Limited); our ability to
successfully identify and consummate any strategic investments and complete
planned divestitures; the outcome of any contractual disputes with our
customers, joint venture partners or significant energy, material or service
providers or any other litigation or arbitration; the ability of our customers
and joint venture partners to meet their obligations to us on a timely basis or
at all; our ability to reach agreement with our iron ore customers regarding
modifications to sales contract pricing escalation provisions to reflect a
shorter-term or spot-based pricing mechanism; the impact of price-adjustment
factors on our sales contracts; changes in sales volume or mix; our actual
economic iron ore and coal reserves or reductions in current mineral estimates,
including whether any mineralized material qualifies as a reserve; the impact of
our customers using other methods to produce steel or reducing their steel
production; events or circumstances that could impair or adversely impact the
viability of a mine and the carrying value of associated assets; the results of
prefeasibility and feasibility studies in relation to projects; impacts of
existing and increasing governmental regulation and related costs and
liabilities, including failure to receive or maintain required operating and
environmental permits, approvals, modifications or other authorization of, or
from, any governmental or regulatory entity and costs related to implementing
improvements to ensure compliance with regulatory changes; our ability to cost
effectively achieve planned production rates or levels; uncertainties associated
with natural disasters, weather conditions, unanticipated geological conditions,
supply or price of energy, equipment failures and other unexpected events;
adverse changes in currency values, currency exchange rates, interest rates and
tax laws; availability of capital and our ability to maintain adequate liquidity
and successfully implement our financing plans; our ability to maintain
appropriate relations with unions and employees and enter into or renew
collective bargaining agreements on satisfactory terms; risks related to
international operations; availability of capital equipment and component parts;
the potential existence of significant deficiencies or material weakness in our
internal control over financial reporting; problems or uncertainties with
productivity, tons mined, transportation, mine-closure obligations,
environmental liabilities, employee-benefit costs and other risks of the mining
industry; and other factors and risks that are set forth in the Company's most
recently filed reports with the Securities and Exchange Commission. The
information contained herein speaks as of the date of this release and may be
superseded by subsequent events. Except as may be required by applicable
securities laws, we do not undertake any obligation to revise or update any
forward-looking statements contained in this release.
 

SOURCE Cliffs Natural Resources Inc. 
CONTACT: GLOBAL COMMUNICATIONS AND INVESTOR RELATIONS: Jessica Moran, Director,
Investor Relations, +1-216-694-6532, or Patricia Persico, Director, Global
Communications, +1-216-694-5316 
                  
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-0- Feb/13/2013 07:09 GMT