Cleveland-Cliffs Inc. Announces Proposed Offering of an Additional $200 Million of Senior Unsecured Guaranteed Notes due 2034
Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, an additional $200 million aggregate principal amount of Senior Unsecured Guaranteed Notes due 2034 (the “Additional Notes”) in an offering (the “Additional Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be an issuance of Cliffs’ existing 7.625% Senior Unsecured Guaranteed Notes due 2034 and will be issued as additional notes under the indenture dated as of September 8, 2025 pursuant to which Cliffs previously issued $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034 (the “Initial Notes”). The Additional Notes will be of the same class and series as, and otherwise identical to, the Initial Notes other than with respect to the date of issuance and issue price. The Additional Notes will be guaranteed on a senior unsecured basis by Cliffs’ material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries.
Wells Fargo is acting as sole bookrunner for this add-on offering.
Cliffs intends to use the net proceeds from the Additional Notes Offering to repay borrowings under its asset-based credit facility.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Additional Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. The Company is vertically integrated from the mining of iron ore, production of pellets and direct reduced iron, and processing of ferrous scrap through primary steelmaking and downstream finishing, stamping, tooling, and tubing. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 30,000 people across its operations in the United States and Canada.

