SUBSEQUENT EVENTS |
9 Months Ended |
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Sep. 30, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
NOTE 18 - SUBSEQUENT EVENTS
On October 22, 2024, we issued $900 million aggregate principal amount of 6.875% 2029 Senior Guaranteed Notes and $900 million aggregate principal amount of 7.375% 2033 Senior Guaranteed Notes in a private placement transaction that was exempt from the registration requirements of the Securities Act. The completion of the notes offering further reduced the Bridge Facility by $1.8 billion. The net proceeds from the notes offering were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition.
On November 1, 2024, pursuant to the terms of the Arrangement Agreement announced on July 15, 2024, we completed the Stelco Acquisition. In connection with closing, Stelco shareholders received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Additionally, Stelco equity award holders received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit. The total purchase consideration of the Stelco Acquisition was approximately $3.2 billion. Additionally, pursuant to the terms outlined in the Commitment Letter, the Bridge Facility was terminated concurrently with the completion of the acquisition. The Stelco Acquisition will be accounted for using the acquisition method of accounting for business combinations pursuant to ASC 805 - Business Combinations, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. Any excess of consideration to be transferred over the estimated fair value of assets acquired and liabilities assumed will be recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed requires management’s judgment and the use of independent valuation specialists. At the time of this filing, it is impracticable to disclose all the information required by ASC 805 - Business Combinations, as we are in the process of evaluating the purchase accounting and pro forma implications of this transaction.
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