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

PR Newswire/Les Echos/ 
Cliffs Natural Resources Inc. Prices Public Offering of Common Shares and
Mandatory Convertible Preferred Shares 
CLEVELAND, Feb. 15, 2013 -- Cliffs Natural Resources Inc. (NYSE: CLF) (Paris:
CLF) (the "Company") today announced the pricing of its public offering of
common and mandatory convertible preferred shares. The Company has agreed to
sell 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"), at $29.00 per Common Share, and 27,000,000 of its 
depositary shares ("Depositary Shares"), each representing a 1/40th interest 
in a share of its new 7.00% Series A Mandatory Convertible Preferred Stock, 
Class A, without par value ("Mandatory Convertible Preferred Shares"), $1,000 
liquidation preference per Mandatory Convertible Preferred Share (equivalent 
to $25 per Depositary Share) (or up to 31,050,000 Depositary Shares if the 
underwriters of such offering exercise their over-allotment option in full) 
(the "Mandatory Convertible Preferred Shares Offering"), at $25 per Depositary 
Share, in separate registered public offerings. 
(Logo: http://photos.prnewswire.com/prnh/20101104/CLIFFSLOGO ) 
The Mandatory Convertible Preferred Shares will pay cumulative cash dividends
when, as and if declared by the Company's Board of Directors at an annual 
rate of 7.00% on the liquidation preference of $1,000 per Mandatory Convertible
Preferred Share, quarterly on Feb. 1, May 1, Aug. 1, and Nov. 1 of each year,
commencing on May 1, 2013 and to, and including, Feb. 1, 2016. 
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 will automatically convert 
into between 28.1480 and 34.4840 Common Shares (and, correspondingly, each 
Depositary Share will automatically convert into between 0.7037 and 0.8621 
Common Shares) on or around Feb. 1, 2016, subject to customary anti-dilution 
adjustments. 
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. 
The Common Shares Offering and the Mandatory Convertible Preferred Shares
Offering are expected to close on Feb. 21, 2013, subject to customary closing
conditions. 
The Company intends to use the net proceeds from 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. 
J.P. Morgan and BofA Merrill Lynch are serving as joint book-running managers
for the Common Shares Offering, and J.P. Morgan, BofA Merrill Lynch and
Citigroup are serving as joint book-running managers for 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 prospectus supplement and the accompanying prospectus relating 
to the Common Shares Offering or the Mandatory Convertible Preferred Shares
Offering 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 permitted. 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: Jessica Moran, Director, Investor Relations, +1-216-694-6532, or 
Patricia Persico, Director, Global Communications, +1-21 6-694-53 16 
                  
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-0- Feb/15/2013 09:00 GMT
 
 
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