ArcelorMittal S.A. : ArcelorMittal Announces Debt Tender Offer for Any and All
of ArcelorMittal USA's USD 6.500% Notes due 2014
Luxembourg, June 17, 2013 - ArcelorMittal (the "Company" or "ArcelorMittal")
and ArcelorMittal USA LLC ("AM USA" and together with ArcelorMittal, the
"Offerors") today announced the commencement of an offer (the "Offer") to
purchase for cash any and all of AM USA's 6.500% Notes due 2014 (the "Notes").
Concurrently with the Offer, ArcelorMittal is also announcing the
commencement of an invitation (the "Invitation for Offers" and the "Concurrent
European Offer") to holders of EUR 500,000,000 4.625% Bonds due November 7,
2014 (ISIN: XS0204395213) (the "AM Finance Bonds") issued by ArcelorMittal
Finance. The following table sets forth the key terms of the Offer:
per $1,000 Early
Title of Outstanding Face Participation
Issuer Security CUSIP/ISIN Principal Amount Amount Amount
USA LLC Notes 460377AB0/ U.S.$500,000,000 $1,038.75 $50.00
due April US460377AB08
ArcelorMittal and AM USA are making the Offer in order to retire all or a
portion of the Notes prior to their maturity. The Company's offer for the
Notes and the AM Finance Bonds reflects its robust liquidity position and
forms part of its proactive approach to managing its debt maturity profile,
reducing gross debt and optimizing interest costs.
This announcement does not contain the full terms and conditions of the Offer,
which are contained in the offer to purchase dated June 17, 2013 (the "Offer
to Purchase," as it may be amended or supplemented from time to time) prepared
by ArcelorMittal and AM USA, and is subject to the offer restrictions set out
below and as more fully described in the Offer to Purchase.
Notes validly tendered and not withdrawn on or before 11:59 p.m., New York
City time, on June 28, 2013, unless extended or earlier terminated (the "Early
Tender Time") will be eligible to receive total consideration (the
"TotalConsideration"), which is the U.S. dollar amount payable per $1,000
principal amount of the Notes set forth in the table above and includes an
early participation amount equal to $50.00 per $1,000 principal amount of
Notes (the "Early Participation Amount"). Notes tendered after the Early
Tender Time but on or prior to the expiration date, which will be 11:59 p.m.,
New York City time, on July 15, 2013, unless extended or earlier terminated
(the "ExpirationTime"), will be eligible to receive only the tender
consideration ("Tender Consideration"), equal to the Total Consideration less
the Early Participation Amount. Payment of the Total Consideration for all
Notes validly tendered prior to the Early Tender Time and accepted for
purchase by the Offerors is expected to be made on July 1, 2013 (the "Early
SettlementDate"). Payment of the Tender Consideration for all Notes validly
tendered after the Early Tender Time and accepted for purchase by the Offerors
is expected to be made on July 16, 2013 (the "Final Settlement Date").
The Total Consideration and the Tender Consideration will be payable in cash.
In addition, accrued and unpaid interest from, and including, the last
interest payment date for the Notes to, but excluding, the Early Settlement
Date or the Final Settlement Date, as applicable, will also be paid.
The obligation of ArcelorMittal and AM USA to accept for purchase, and to pay
for the Notes validly tendered pursuant to the Offer, is conditioned upon the
satisfaction or, where applicable, waiver by ArcelorMittal and AM USA of a
number of conditions described in the Offer to Purchase. ArcelorMittal and AM
USA reserve the right, in their sole discretion, to waive any one or more of
the conditions to the Offer at any time.
Tenders of the Notes may be withdrawn at any time prior to the Early Tender
Time in accordance with the terms of the Offer, but may not be withdrawn
The Offer is not contingent upon the tender of any minimum principal amount of
J.P. Morgan Securities LLC has been appointed to serve as the dealer manager
for the Offers. D.F. King & Co., Inc. has been retained to serve as the
information agent and tender agent.
For additional information regarding the terms of the Offers, please contact
J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free within U.S.) or
collect at: +1 (212) 834-2452. Requests for documents and questions regarding
the tender of Notes may be directed to D.F. King & Co., Inc. toll free at +1
(800) 758-5378 or collect at +1 (212) 269-5550.
The Offer to Purchase is expected to be distributed to holders of Notes
beginning today. Copies of the Offer to Purchase may also be obtained at no
charge from D.F. King & Co., Inc.
None of ArcelorMittal, AM USA, the dealer manager, the information agent or
the tender agent makes any recommendation as to whether any holder of the
Notes should tender or refrain from tendering all or any portion of the
principal amount of the Notes.
This press release is neither an offer to purchase nor a solicitation to buy
any Notes nor is it a solicitation for acceptance of the Offer. It is also
not an invitation to any holder of the AM Finance Bonds to offer to sell such
bonds to the Company, which is being made by a separate Invitation for Offers.
The Offerors are making the Offer only by, and pursuant to the terms of, the
Offer to Purchase. The Offer is not being made to (nor will tenders of Notes
be accepted from or on behalf of) holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This announcement
must be read in conjunction with the Offer to Purchase.
United Kingdom. The communication of the Offer to Purchase and any other
documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21(1) of the FSMA on the
basis that it is only directed at and may only be communicated to (1) those
persons who are existing members or creditors of the Offerors or other persons
within Article 43(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (2) persons who fall within Article 49 of
the Order ("high net worth companies, unincorporated associations etc."); or
(3) any other persons to whom such documents and/or materials may lawfully be
communicated in circumstances in which section 21(1) of the FSMA does not
apply to the Offerors. Any investment or investment activity to which the
Offer to Purchase relates is available only to such persons or will be engaged
only with such persons and other persons should not rely on it.
France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France. Neither the Offer to Purchase nor any other documents
or offering materials relating to the Offer have been or shall be distributed
to the public in France and only (i) providers of investment services relating
to portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting
for their own account, other than individuals, all as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offer. The Offer to
Purchase has not been submitted to the clearance procedures (visa) of the
Autorité des marchés financiers.
Italy. Neither of the Offer to Purchase nor any other documents or materials
relating to the Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer to Purchase is being
carried out in the Republic of Italy ("Italy") as an exempted offer pursuant
to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are resident or located in
Italy can tender their Notes for purchase through authorized persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority. Each intermediary must comply with
the applicable laws and regulations concerning information duties vis-à-vis
its clients in connection with the Notes or the Offer to Purchase.
Canada. The materials relating to the Offer do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. Any offer or solicitation in Canada
must be made through a dealer that is appropriately registered under the laws
of the applicable province or territory of Canada, or pursuant to an exemption
from that requirement.
ArcelorMittal is the world's leading integrated steel and mining company, with
a presence in more than 60 countries.
ArcelorMittal is the leader in all major global steel markets, including
automotive, construction, household appliances and packaging, with leading R&D
and technology, as well as sizeable captive supplies of raw materials and
outstanding distribution networks. With an industrial presence in over 20
countries spanning four continents, the Company covers all of the key steel
markets, from emerging to mature.
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.
In 2012, ArcelorMittal had revenues of $84.2 billion and crude steel
production of 88.2million tonnes, representing approximately 6 percent of
world steel output.
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 please visit: www.arcelormittal.com
About ArcelorMittal USA LLC
ArcelorMittal USA LLC is an indirect wholly owned subsidiary of ArcelorMittal.
ArcelorMittal USA LLC is one of the largest steelmakers in North America and
serves a broad U.S. manufacturing base. The company has operations in 9 states
of the United States with an annual raw steel production capability of about
23 million short tons. It produces steel either by integrated steel facilities
using iron ore, limestone and coke, or electric arc furnaces which generally
melt scrap steel. The principal products of ArcelorMittal USA LLC include a
range of hot-rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, wire rod, rail products, bars and semi-finished shapes to
serve the automotive, construction, pipe and tube, appliance, container and
machinery markets. All of these products are available in standard carbon
grades as well as high strength, low alloy grades for more demanding
applications. Sales are made to all major direct steel-consuming markets,
primarily in the Midwest of the United States, as well as to third-party
processors and service centers.
Contact information ArcelorMittal Investor Relations
Europe: +352 4792 2484
Americas: +1 312 899 3569
Retail: +352 4792 2434
SRI: +44 203 214 2854
Bonds/Credit: +33 1 71 92 10 26
Contact information ArcelorMittal Corporate Communications
Phone: +352 4792 5000
ArcelorMittal Corporate Communications
Tobin Postma (Head of Media Relations): +44 203 214 2412
Laura Nutt: +44 207 543 1125
Martin Leeburn: +44 20 7379 5151
Sylvie Dumaine / Anne-Charlotte Creach: +33 (1) 53 70 74 70
Tender Agent - D.F. King
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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