Cleveland-Cliffs Inc. Announces Pricing of $725,000,000 Senior Secured Notes due 2026

Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has priced $725 million aggregate principal amount of Senior Secured Notes due 2026 (the “Notes”) in an offering (the “Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will bear interest at an annual rate of 6.75 percent and will be issued at a price of 98.783 percent of their principal amount.

The Notes will be, following the closing of the Merger (as defined below), guaranteed on a senior secured basis by Cliffs’ material wholly owned domestic subsidiaries, including AK Steel Holding Corporation (“AK Holding”) and its material wholly owned subsidiaries (subject in each case to certain exceptions and permitted liens), and secured by (i) a first-priority lien on substantially all of Cliffs’ assets and the assets of the guarantors (other than accounts receivable and other rights to payment, inventory, as-extracted collateral, investment property, certain general intangibles and commercial tort claims, certain mobile equipment, commodities accounts, deposit accounts, securities accounts and other related assets and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”)), and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien for the benefit of the lenders under Cliffs senior secured asset-based credit facility.

Although we expect that the Notes Offering will be consummated concurrently with the consummation of the previously announced merger (the "Merger") with AK Holding, in the event that the Notes Offering is consummated before the consummation of the Merger, the gross proceeds of the Notes Offering will be deposited into an escrow account until the consummation of the Merger. In addition, the Notes will be subject to a “special mandatory redemption” in the event that (i) the Merger is not consummated on or prior to June 30, 2020 or (ii) if on or prior to June 30, 2020, the Merger Agreement (as defined below) has been terminated and is not otherwise amended or replaced. If a special mandatory redemption event occurs, Cliffs will redeem the Notes at the “special mandatory redemption price” equal to the issue price of the Notes plus the accrued yield (as defined in the Notes) and accrued and unpaid interest, if any, to, but excluding, the redemption date.