Includes offerings for securities issued by United States Steel Corporation and co-issued by Big River Steel LLC and BRS Finance Corp.
PITTSBURGH–(BUSINESS WIRE)–
United States Steel Corporation (NYSE: X) (“U.S. Steel” or the “Company”) and its subsidiaries, Big River Steel LLC, a Delaware corporation, and BRS Finance Corp., a Delaware corporation (collectively, “Big River Steel » and collectively with U.S. Steel, the “Offerors” and each of U.S. Steel and Big River Steel individually, an “Offeror”), today announced the early results at 5:00 p.m., New York City time, on August 30, 2022 (“ Early Tender Date”), of their previously announced tender offers to purchase (each, a “Tender” and collectively the “Tender Offers”) for cash, subject to certain terms and conditions, up to an aggregate principal amount of $300,000,000 (the “Tender Cap Amount” ) of (i) 6.875% Senior Notes due 2029 (CUSIP No. 912909AU2) issued by U. S. Steel (“2029 Notes”), (ii) 6.875% Senior Notes due 2037 (CUSIP No. 912909AD0) issued by U. S. Steel. Steel (“2037 Notes”) and (iii) 6.625% Senior Secured Notes due 2029 (CUSIP Nos. 08949L AB6 and U0901LAB6) issued by Big River Steel (“20 29 Secured Notes” and, together with the 2029 Notes and 2037 Notes, the “Securities”).
On August 17, 2022, the Offerors commenced the Tender Offers to purchase the Securities in accordance with the terms and conditions of the Offer to Purchase dated August 17, 2022 (the “Offer to Purchase”), which provides a more detailed description of the tender offers.
In connection with the announcement of the early tender results, the Offerors also announced (i) the increase of the Tender Cap amount from $300,000,000 to an aggregate maximum principal amount of $300,859,000 (the “Amended Tender Cap Amount”), (ii) the increase of the the current maximum principal amount of the 2029 Notes to be purchased from $225,000,000 to $225,001,000 (the “Amended 2029 Notes Series Maximum Tender Amount”), and (iii) the increase of the current maximum principal amount of the 2037 Notes to be purchased from $75,000 .000 to $75,858,000 (the “Amended 2037 Notes Series Maximum Tender Amount” and together with the Amended 2029 Notes Series Maximum Tender Amount, the “Amended Series Maximum Tender Amount”).
The following table shows the aggregate principal amount of Securities for each series offered and not validly withdrawn on the early tender date, as reported by D.F. King & Co., Inc., the Information Agent and Tender Agent for the Tender Offers, and the amount of each series accepted for purchase:
Dollars per $1,000 principal
Number of securities
Overall
Headmaster
Amount
Offered
Total principal amount accepted from the early tender date
Changed
Series
Maximum
Sensitive
Amount
6.625% Senior Secured Notes due 2029
Big River Steel LLC and BRS Finance Corp.
Excludes accrued and unpaid interest up to, but not including, the applicable settlement date, which will be paid in addition to the consideration or the total consideration, as applicable.
Includes Early Tender Premium.
The early settlement date for securities validly tendered on or before the early tender date and accepted for purchase is expected to occur on September 1, 2022. Holders who tendered securities on or before the early tender date and whose securities are accepted for payment, subject to the applicable priority level and proration procedures described herein and in more detail in the Offer to Purchase, will be entitled to receive the total consideration, which includes the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the Early Settlement Date, as set forth in the table above. Validly offered securities can no longer be validly withdrawn.
The amended tender amount has been reached. Because the aggregate principal amount of Securities validly tendered on or before the early tender date exceeded the amended tender amount, there will be no final settlement date and no securities tendered after the early tender date will be accepted for purchase. Accordingly, securities validly tendered and not validly withdrawn on or before the early tender date with (i) an acceptance priority level of 1 or 2, subject to the amended series maximum tender amount and the proration factor described herein, have been accepted for purchase and (ii) an acceptance priority level of 3 is not accepted for purchase. All Securities not accepted for purchase in accordance with the Tender Offers will be immediately returned to the Holder of such Series of Securities. Pursuant to the terms of the Offer to Purchase, the 2029 Notes (Acceptance Priority Level 1) validly tendered and not validly withdrawn on or before the Early Tender Date have been accepted for purchase by a pro rata factor of approximately 64.3% and the 2037 Notes (Acceptance Priority Level 2) that are validly tendered and not validly withdrawn on or before the early tender date have all been accepted for purchase without a pro rata factor.
