Cleveland-Cliffs Announces Tender Offer for Any and All of its 6.750% Senior Secured Notes due 2026 - Seite 2

The Company will purchase any Notes that are validly tendered and not validly withdrawn prior to the Expiration Time, subject to the satisfaction or waiver of all conditions to the Tender Offer, promptly following the Expiration Time (the “Settlement Date”). The Company will purchase any Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery has been delivered by the Expiration Time (to the extent that such Notes are not delivered prior to the Expiration Time), subject to the satisfaction or waiver of all conditions to the Tender Offer, on the Settlement Date. The Settlement Date is currently expected to be on March 18, 2024, assuming all conditions to the Tender Offer have been satisfied or waived. Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer, including those tendered by the guaranteed delivery procedures set forth in the Tender Offer Materials.

The obligation of the Company to accept for purchase and to pay the Tender Offer Consideration and the accrued and unpaid interest on the tendered Notes pursuant to the Tender Offer is not subject to any minimum tender condition, but is subject to the satisfaction or waiver of certain conditions described in the Tender Offer Materials, including the consummation of one or more debt financing transactions in an aggregate principal amount of at least $750.0 million on terms and conditions acceptable to the Company (the “Financing Condition”), in its sole discretion. The Tender Offer may be amended, extended, terminated or withdrawn.

Concurrently with the commencement of the Tender Offer, the Company will issue a conditional notice to redeem in full the outstanding Notes (after giving effect to any purchases of the Notes pursuant to the Tender Offer) at a redemption price of 101.688% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date (which is expected to be April 3, 2024) pursuant to the terms of the indenture governing the Notes. The redemption of the Notes is subject to the Financing Condition, but will not be conditioned on the consummation of the Tender Offer or the tender of any specified amount of the Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the Notes.