ArcelorMittal (the "Company") announces today its intention to offer common shares, without nominal value, and mandatorily convertible notes in an expected aggregate amount of approximately USD 2.0 billion. The Company retains the flexibility to adjust the relative proportions of shares and mandatorily convertible notes offered in the offerings.
The shares and mandatorily convertible notes will be offered within the United States pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") and globally subject to certain customary selling restrictions.
The capital to be raised today is a proactive measure to accelerate the achievement of the Company’s USD 7 billion net debt target. This is the clear priority, to support credit metrics and bolster the foundation for consistent future returns to shareholders. Today’s transaction complements the progress made in recent years to make ArcelorMittal more resilient to challenging environments, as well as more recently the efforts made to address the impacts of COVID-19 on the business.
ArcelorMittal intends to use the net proceeds from the offerings for general corporate purposes, to deleverage and to enhance liquidity, thereby building additional resilience going forward in what remains an uncertain environment.
ArcelorMittal’s liquidity position (cash and cash equivalents and availability under credit facilities) stood at approximately USD 10 billion as at March 31, 2020, supplemented by a new USD 3 billion (equivalent) credit facility as announced on April 16, 2020 (and fully executed on May 5, 2020). Following the closing of the offerings, commitments under this credit facility will be cancelled in proportion to the proceeds of the offerings less certain costs.
Lakshmi Mittal, Chairman and CEO of ArcelorMittal, commented: "We have prioritized a strong balance sheet for a number of years. Given today’s exceptional circumstances, we believe it is right to further accelerate the achievement of our net debt target to ensure our company is fully resilient for all market conditions and able to focus on executing our long-term strategy. This includes meeting long-term demand growth for materials and the transition to an increasingly low-carbon economy, in which steel has many competitive advantages.”
The mandatorily convertible notes are expected to have a maturity of 3 years and be issued at 100% of the principal amount, and will be mandatorily converted into common shares of the Company upon maturity, unless earlier converted at the option of the holders or ArcelorMittal or upon certain specified events in accordance with the terms of the mandatorily convertible notes. The mandatorily convertible notes are expected to pay a coupon in the range between 5.25% and 5.75% per annum, payable quarterly in arrears. The minimum conversion price of the mandatorily convertible notes will be equal to the share reference price, determined by the placement price of the shares in the concurrent share offering, and the maximum conversion price is expected to be set in the range between 115% and 120% of the minimum conversion price.
A Mittal family trust has indicated its intention to participate by placing an order in the offerings in an aggregate amount of USD 200 million, and will be subject to a lock-up period of 180 days, subject to customary exceptions.
Under the terms of the offerings, there will be a 180-day lock-up period for the Company on issuances or sales of shares and securities exchangeable for or convertible into shares, subject to customary exceptions.
BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, J.P. Morgan and Société Générale are acting as Joint Global Coordinators and Joint Bookrunners of the offerings.
The offerings will be made pursuant to ArcelorMittal's shelf registration statement on Form F-3 filed with the SEC on March 2, 2018. The final terms of the offerings are expected to be announced on May 11, 2020 in a separate press release. ArcelorMittal will apply to list the mandatorily convertible notes on the New York Stock Exchange ("NYSE"), subject to satisfaction of the NYSE's minimum equity listing standards with respect to the mandatorily convertible notes. There can be no assurance that such requirement will be satisfied. If the mandatorily convertible notes are approved for listing, ArcelorMittal expects trading on the NYSE to begin within 30 calendar days after the mandatorily convertible notes are first issued.