clf-20210209

Ohio

1-8944

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, par value $0.125 per share

CLF

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 9, 2021, Cleveland-Cliffs Inc. (the “Company”) announced that it has launched and priced a private offering of $500 million aggregate principal amount of 4.625% Senior Unsecured Guaranteed Notes due 2029 (the “2029 Notes”) and $500 million aggregate principal amount of 4.875% Senior Unsecured Guaranteed Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The 2029 Notes will bear interest at an annual rate of 4.625% and the 2031 Notes will bear interest rate at an annual rate of 4.875%. Each series of the Notes will be issued at par.

The Company expects to close the offering of the Notes on February 17, 2021, subject to the satisfaction of customary closing conditions. A copy of the launch and pricing press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Notes or any other securities. The Notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.


(d)Exhibits.
Exhibit Number						Description

99.1						Cleveland-Cliffs Inc. published a news release on February 9, 2021, captioned “Cleveland-Cliffs Announces Proposed Offering of $1,000,000,000 Senior Unsecured Guaranteed Notes.”
99.2						Cleveland-Cliffs Inc. published a news release on February 9, 2021, captioned “Cleveland-Cliffs Announces Pricing of Senior Unsecured Guaranteed Notes Issued at Par, $500 million of 4.625% Notes due 2029 and $500 million of 4.875% Notes due 2031.”
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		CLEVELAND-CLIFFS INC.

Date:	February 9, 2021	By:	/s/ James D. Graham
		Name:	James D. Graham
		Title:	Executive Vice President, Chief Legal Officer & Secretary


Not Applicable
(Former name or former address, if changed since last report)


Item 8.01.						Other Events.


Item 9.01.						Financial Statements and Exhibits.