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United States Steel Corporation (NYSE: X) (“U. S. Steel” or the “Company”) and its subsidiaries, Big River Steel LLC and BRS Finance Corp. (together, “Big River Steel”), announced today the commencement of consent solicitations to holders of the outstanding notes and bonds listed in the table below:
Title of Security
Big River Steel
6.625% Senior Secured Notes
due 2029 (the “Notes”)
Revenue Bonds (Big
River Steel Project)
Series 2019 (the “Series 2019 Bonds)
Tax-Exempt Series 2020
(Green Bonds) (the “Series
The Notes are governed by an indenture (the “Indenture”) and the Series 2019 Bonds and the Series 2020 Bonds (together, the “Bonds”) are each governed by financing agreements, indentures and continuing disclosure agreements (the “Bond Documents”). Full details of the terms and conditions of the consent solicitations are included in the respective consent solicitation statements, each dated February 6, 2023 (the “Consent Solicitation Statements”).
The purpose of the Notes consent solicitation is to amend the Indenture such that, in the event that U. S. Steel, in its sole discretion, elects to guarantee the Notes, the Indenture will be substantially conformed to the indenture pursuant to which U. S. Steel’s 6.875% Senior Notes due 2029 were issued. The purpose of the Bonds consent solicitation is to amend the Bond Documents such that, in the event that U. S. Steel elects to guarantee Big River Steel’s obligations under the financing agreements, the covenants, security and disclosure obligations will be substantially conformed to the bond documents of the Arkansas Development Finance Authority Environmental Improvement Revenue Bonds, Series 2022 (United States Steel Corporation Project) (Green Bonds). The proposed amendments, if they become operative, would reduce administrative complexity and simplify governance and compliance by making U. S. Steel’s and its subsidiaries’ obligations across its indentures more uniform and providing U. S. Steel with more operational and financial flexibility. This is in-line with U. S. Steel’s stated goals of simplifying its capital structure and improving its financial flexibility.
Subject to receiving the requisite consents and satisfaction or waiver of all of the conditions to the consent solicitations, as described in the applicable Consent Solicitation Statement, (i) each holder of record of the Notes as of 5:00 p.m., New York City time, on February 3, 2023 who validly delivers its consent on or prior to the expiration of the Notes consent solicitation (and who does not validly revoke such consent prior to the time the requisite consents are obtained and a supplemental indenture effecting the proposed amendments is executed) will receive a cash payment of $10.00 for each $1,000 in aggregate principal amount of Notes, and (ii) each holder of record of the Bonds as of 5:00 p.m., New York City time, on February 3, 2023 who validly delivers (and does not validly revoke) its consent on or prior to the expiration of the applicable Bonds consent solicitation will receive a cash payment of $10.00 for each $1,000 in aggregate principal amount of Bonds. In order to participate in each of the consent solicitations, a holder must deliver its consent by 5:00 p.m., New York City time, on February 14, unless extended by Big River Steel in its sole discretion.
With respect to the Notes, adoption of the proposed amendments requires the consent of the holders of (1) at least a majority in aggregate principal amount of outstanding Notes to approve the removal, amendment or addition, as applicable, of certain restrictive covenants, provisions and events of default in the indenture and (2) at least 66 2/3% of the outstanding Notes to approve the release of all collateral. With respect to the Bonds, adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the outstanding Series 2019 Bonds and Series 2020 Bonds, as applicable. Each consent solicitation is conditioned upon the receipt of the requisite consents in each of the other consent solicitations and the completion of each of the other consent solicitations.
BofA Securities is acting as solicitation agent for the Notes consent solicitation; additional information concerning the terms and conditions of the Notes consent solicitation may be obtained from BofA Securities by calling (888) 292-0070 (toll-free) or (980) 388-3646 (collect). U.S. Bank Trust Company, National Association is acting as solicitation agent for the Bonds consent solicitations. D.F. King & Co., Inc. is acting as information and tabulation agent for all of the consent solicitations. Requests for assistance in submitting consents or requests for additional copies of the consent solicitation statement and related documents should be directed to D.F. King & Co. by calling (800) 659-5550 (toll-free) or (212) 269-5550 (collect) or by email at email@example.com.
No Offer or Solicitation
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes, Bonds or any other securities. This press release is also not a solicitation of consents with respect to the proposed amendments to the Notes, Bonds or any other securities. Any such solicitation will be made solely pursuant to the Consent Solicitation Statements. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding (1) the proposed amendments and (2) the expected consent payment. Words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “seek,” “should,” “will,” “would,” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Founded in 1901, United States Steel Corporation is a leading steel producer. With an unwavering focus on safety, the Company’s customer-centric Best for All® strategy is advancing a more secure, sustainable future for U. S. Steel and its stakeholders. With a renewed emphasis on innovation, U. S. Steel serves the automotive, construction, appliance, energy, containers, and packaging industries with high value-added steel products such as U. S. Steel’s proprietary XG3® advanced high-strength steel. The Company also maintains competitively advantaged iron ore production and has an annual raw steelmaking capability of 22.4 million net tons. U. S. Steel is headquartered in Pittsburgh, Pennsylvania, with world-class operations across the United States and in Central Europe. For more information, please visit www.ussteel.com.
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