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Cleveland-Cliffs to Announce Third-Quarter 2023 Earnings Results on October 23 and Host Conference Call on October 24
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) will announce its third-quarter 2023 earnings results after the U.S. market close on Monday, October 23, 2023.
The Company invites interested parties to listen to a live broadcast of a conference call with securities analysts and institutional investors to discuss the results on Tuesday, October 24, 2023, at 8:30 am ET. The call can be accessed at www.clevelandcliffs.com and will also be archived and available for replay at that address.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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View source version on businesswire.com: https://www.businesswire.com/news/home/20231004728917/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
US Steel Transformation Will Lead To Major Value Creation, Says Bullish Analyst
https://www.benzinga.com/analyst-ratings/analyst-color/23/10/35033728/us-steel-transformation-will-lead-to-major-value-creation-says-bullish-analyst
CLF-X deal inches forward:
https://finance.yahoo.com/news/1-u-steel-lets-cleveland-154115352.html
Tuesday’s Wall Street Highlights: Ford Motor, Coty, JPMorgan, Merck, Tesla, AIG, and more
Cleveland-Cliffs (NYSE:CLF), Steel Dynamics (NASDAQ:STLD) – The focus surrounding the bidding war for United States Steel should not overshadow the performance of steel companies such as Cleveland-Cliffs and Steel Dynamics, both of which were recently upgraded to “Buy.” Alexander Hacking from Citi maintains positive expectations, despite the volatility in steel prices, highlighting favorable prospects for appreciation and the stabilization of raw material prices. The price target for Cliffs remained unchanged at $22 per share while the price target for Steel Dynamics shares remained atkip $130 per share.
US Steel Corp (NYSE:X), Cleveland-Cliffs Inc (NYSE:CLF) – US Steel and Cleveland-Cliffs dispute the terms of a confidentiality agreement relating to a sales process. Cliffs refused a six-month shutdown proposed by US Steel, keeping options open for potential challenges. Meanwhile, US Steel accepted offers from other interested parties. Cliffs, aiming for transparency, opened its books and demonstrated financial commitment to make its offer happen. Neither company, however, commented on the impasse.
Oh. Sorry. I thought you were talking about USW union.
Abracky, I'm not going to bash Cliffs. I still
held shares 2 days ago until finding out that
Cliffs customers were going on strike.
I know there isn't anything Cliffs can do about it.
It's all political but what's more important is sometimes
solidarity leads to the Steel workers, also following
suit in support of the brotherhood. Will this happen?
I don't know but it has happened in the past.
I was just informing the board as I also have family
invested in Cliffs but not anymore after that news came
out. The UAW demands are outrages with a 47% pay
increase and a 32hour work week which I don't see
happening anytime soon.
The price of a new truck or car will skyrocket putting
potential buyers numbers far less than what was forecast
and I see demand extremely falling already with sticker shock
as it is, going out of sight for new car buyers. The auto industry
has a hard row to hoe going forward with this planned mess
and it could get a lot more messy before it's ironed out which
will take some time so the sideline is were I'll be for now
with Cleveland Cliffs.
Regardless, Cliffs is a good company but with a lot of debt so
a merger with US Steel may be where everything is heading
as US Steel is debt free. Who knows, as I sure don't and best
of luck going forward.
I may chime in now and then but just to inform what I know and
find out and not to bash the stock as it's not Cliffs fault, just bad timing.
Like Hell, barricades are placed at entrances to 3 Detroit Automakers. Workers leaving.
Not yet. I'll wait till a dollar something, like the last strike.
I picked up CLF for $1.28 when all unions especially the UAW went on strike.
Just letting the board know to get out early and quadruple your position.
It's a Cyclical cycle as it is but throw a union strike on top of it, that's big especially Cliffs #1 customer.
Solidarity wiped them out last time and it may even be a planned strike so it could be awhile.
Trying to get more cheap shares Grace?
Local UAW members overwhelmingly vote in favor of strike
Barrons: U.SD. Steel Updates Sales Process
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OpinionColumnist
The Steel Mills That Built the World Face Decline
The battle for US Steel challenges the assumption that there’s no alternative to dirty, old blast furnaces.
Gift this article
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Steel transition.
Photographer: Megan Jelinger/AFP/Getty Images
By David Fickling
August 28, 2023 at 4:00 PM EDT
The takeover battle for US Steel Corp. is about more than the ignominious fall of the world’s first billion-dollar company. It’s also about the fate of the planet. The
Andrew Carnegie’s vast industrial enterprise churned out the beams, bars and plates that made America’s railways, skyscrapers and the military machine that helped win World War II. But the steelmaking technology that built the 20th century is clashing head-on with the challenges of preventing catastrophic climate change in the 21st century.
Before it’s here, it’s on the Bloomberg Terminal
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The Bloomberg article is behind a paywall. Can you summarize what it says? TIA
I commented on the Barron’s article about CLF-X:
https://www.openweb.com/share/2UX0z1NbB0uUpGxd72xHNuta5Cv
Form 425 - Prospectuses and communications, business combinations
Source: Edgar (US Regulatory)
Commission File No.: 001-08944
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934Subject Company: United States Steel Corporation
Commission File No.: 001-16811
This filing relates to the proposal made by Cleveland-Cliffs Inc. (“Cliffs”) to the board of directors of United States Steel Corporation (“U.S. Steel”) to acquire all of the outstanding shares of U.S. Steel.
The following is a transcript of the CNBC interview of Cliffs’ Chairman, President and Chief Executive Officer, Lourenco Goncalves, on August 14, 2023 that was posted on Cliffs’ website on August 24, 2023.
CNBC: Squawk on the Street
August 14, 2023
CNBC: Let’s start first of all with U.S. Steel’s perspective, basically saying that you refused to sign a customary NDA that would have helped them assess the valuation of the stock component in your offer and the regulatory risk associated with the deal. Is that true, and if so, why deny them that NDA, which is seen as pretty customary in the M&A world?
Lourenco Goncalves: It’s not true. Actually, I was working diligently with my legal advisors to get to language that I could sign. But they were hard to move, and they were working from their position of delay tactics. They started with an 18-month standstill provision – that would be absurd. We were narrowing down the time for something more manageable. But then they were basically demanding that I would not talk to the USW. And talking to the USW is mandatory, because they have a provision in their labor agreement that gives the USW the opportunity, the possibility, to counteroffer any offer. So, I was able to clear that, preempt that, and I have full support of the USW, and they will not support anyone else other than Cleveland-Cliffs. So that's not something I can change – the past. So that's why I did not sign the NDA.
CNBC: Because you were still seeking government approvals. What was their rationale for not wanting you to go forward with that?
Lourenco Goncalves: We believe that we have a compelling case that the government should be not only approving, but enthusiastically supporting, this deal. We will finally have, after a few decades, a steelmaker that is among the top ten in the world. The steel business is a world business. Our main competitor is always imports and a lot of dumping, a lot of subsidies. Governments trying to chime into our markets. So we are finally having one that will be at the same level of ArcelorMittal and Nippon Steel and Posco and all the Koreans. And by the way, all these companies in the top ten, they were built based on mergers and acquisitions. The number one is Baowu. The Bao is Bao Steel from Shanghai, and the Wu is Wuhan from Wuhan City. So even in China they have mergers. ArcelorMittal is a merger between Arcelor and Mittal. And Arcelor by itself was a merger between Aceralia, Arbed and Usinor. So, I am using the playbook and I am extracting the synergies and creating jobs. Union jobs. That's a good thing for the country. That's a good thing for Cleveland-Cliffs.
CNBC: I want to follow up on the jobs aspect in just a minute. But in terms of the regulatory approval, this regulatory environment is notoriously difficult, relative to what's happened in the past. The combined share of exposed automotive steel would be over 50% of the market if this deal were to go through, according to Key Bank analysts, and it would also constitute more than 50% of the carbon sheet consumption. Both of those likely to present regulatory issues, especially in this current environment, no?
Lourenco Goncalves: You are using the wrong source. You are using someone that is not seeing the big picture. If you narrow down the geographical area, you’re going to say that here in Cleveland I have 100% because there is only one steel mill and I own that mill. But the problem is that the market is not just the United States. We compete against steel coming from South Korea. We compete against steel coming
from Japan. The transplants like the steel from Japan. The transplants from Korea like the steel from Korea. Same thing with the Germans. The specifications are written abroad. Even companies that are members of the Detroit Three, one of them has headquarters in Europe. So the fight is in a much bigger geography, and in that regard we are very small, even after the merger. Another thing is that not only steel – a lot of the materials used in a car, for exposed parts, for doors, for roofs, for ceilings, for everything that you see in a car on the outside, the exposed parts, are aluminum. I drive a car that the outside is aluminum, not steel. So, we have to compete against alternate materials, and no car manufacturer is shy to replace steel with other materials if they can. So we need to have scale, we need to be able to compete, we need to continue to create jobs in the United States, and that’s what we are doing.
CNBC: The street sort of looked askance at the free cash flow profile of U.S. Steel versus you, Lourenco, and some wonder why – what they have to offer you. Are you characterizing them as sort of beachfront property, or is this sort of a gut job you would have to renovate?
Lourenco Goncalves: I think U.S. Steel’s a great company. I believe that the management is doing a phenomenal job in terms of creating the basis for what we are going to assume. Because this deal will close. We are going to buy. We are going to be able to finish the deal. And with the support of the USW we’re going to have an American champion, among the top ten in the world. But as far as cash flow, we provide them with more than cash flow. We have cash flow. They have cash expenditures to finish their construction, which of course we will do. And we will use our cash to help them de-risk their capex program. But most importantly, we are going to have the ability to support the mini-mill with our scrap company. They don't have that. We will bring that. We will support their blast furnaces with our HBI. They don't have that. We have that. So it's a really synergetic deal. $500 million dollars is kind of a conservative number. We are going to pass that number.
CNBC: What gives you the confidence that this deal will close, Lourenco? Now U.S. Steel basically has a for sale sign up saying they're assessing strategic alternatives. Would you consider doing an all-cash deal, and what has to take place from this point forward to get this deal closed?
Lourenco Goncalves: Leslie, it’s Lourenco by the way. But anyway, certainty that the deal will close is because the USW, the union, has a clause in their labor agreement with U.S. Steel that gives the union the ability to counter any offer if they don't like the company that's trying to acquire a portion or the entire company. And they put it in writing, and I’ve made it public, that they will exercise the right, if U.S. Steel shops the deal and comes up with another deal. And by the way, we have a premium of 43%. My offer is more than reasonable. It’s a rich offer. So, I believe that the company is worth what I offered. I am not doing any favors to them. But this is a deal for people that understand M&A, not people that hide behind consultants, not people that talk about the regulators, and they don't have a clue how to deal with the regulators. My track record, I approved two deals in the last three years. I acquired AK Steel, I passed with flying colors. I acquired ArcelorMittal a few months later, both in 2020. And you could not find one person who would say that deal would get approved, and we passed without second review. We understand the process. We have experience. Our attorneys are well prepared. We have an economist on retainer that is someone that has done that for us several times. We are fully confident that we are going to continue to generate jobs, and that's a very important portion that people neglect. Our track record is we acquired two companies and instead of shrinking the workforce, we increased the size of the workforce by 1,700 employees. Revenues went from $2 billion in 2019 to $23 billion in 2022. Pro forma, we will be $44 billion. We are happy with the size. I don't think we are going to be done at number ten, but being number ten in the world is a good start for the United States of America.
CNBC: So then Lourenco, just real quickly, one more quick question for you. [Unintelligible dialogue.] The offer that is on the table. Is that your final offer? Are you willing to go back to the table to negotiate from here?
Lourenco Goncalves: I negotiate with the other party. I don't negotiate through the press. But I appreciate the opportunity to not only explain the deal but also to say loud and clear that our partnership with the USW, the union, is iron clad. There is no daylight between myself and Tom Conway. He’s my partner, and we are going to do this together. This is a deal for the shareholders of Cleveland-Cliffs, the bondholders of Cleveland-Cliffs, the workforce of Cleveland-Cliffs, and the unions represented by Cleveland-Cliffs – including the USW, the UAW, the IAM – all my partners.
CNBC: Well, the market seems to hear your compelling rationale loud and clear. Cleveland-Cliffs shares up more than 5%, largely over the course of this interview. So we appreciate it, Lourenco, thank you for being here and thank you for sharing your perspective. We will be following this one closely from here on out.
Lourenco Goncalves: OK, thank you very much, Lourdes.
Forward Looking Statements
This communication and any accompanying materials may contain statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry, our business or a transaction with U.S. Steel, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that a transaction with U.S. Steel may not be consummated; the risk that a transaction with U.S. Steel may be less accretive than expected, or may be dilutive, to Cliffs’ earnings per share, which may negatively affect the market price of Cliffs common shares; the possibility that Cliffs and U.S. Steel will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cliffs; the risk that the financing transactions to be undertaken in connection with a transaction have a negative impact on the combined company’s credit profile or financial condition; the risk that Cliffs may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completion of, a transaction could have adverse effects on the market price of Cliffs common shares; and the risk related to any unforeseen liability and future capital expenditure of Cliffs related to a transaction.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, and other filings with the U.S. Securities and Exchange Commission (the “SEC”).
Important Information for Investors and Shareholders
This communication relates to a proposal that Cliffs has made for an acquisition of U.S. Steel. In furtherance of this proposal and subject to future developments, Cliffs may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, tender offer statement or other document Cliffs may file with the SEC in connection with the proposed transaction.
Investors and security holders of Cliffs are urged to read the proxy statement(s), registration statement, tender offer statement and/or other documents filed with the SEC carefully in their entirety if and when they become available, as they will contain important information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to shareholders of Cliffs. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Cliffs through the website maintained by the SEC at http://www.sec.gov.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nonetheless, Cliffs and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Cliffs is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 14, 2023, and its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 3, 2023.
Any information concerning U.S. Steel contained in this communication has been taken from, or based upon, publicly available information. Although Cliffs does not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, Cliffs does not take any responsibility for the accuracy or completeness of such information. To date, Cliffs has not had access to the books and records of U.S. Steel.
I believe they will get it. I worked for Cliffs for almost 1/2 a century. Lourenco is the best CEO we've had, at least in my time. He has a vision, and won't be stopped. The stock will go up.
Cleveland-Cliffs alone again in bidding for U.S. Steel
U.S. Steel’s taconite plant in Keewatin
— Richard Tsong-Taatarii, Star Tribune file
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REUTERS
August 23, 2023 - 4:16 PM
Privately held steel company Esmark said on Wednesday it was scrapping its bid for U.S Steel Corp, respecting the United Steel Workers' support of rival Cleveland-Cliffs.
Last week, Esmark made an offer to buy U.S. Steel for $35 per share, or an equity value of $7.8 billion.
Esmark's exit leaves Arcelor-Mittal as the only known potential challenger to Cleveland-Cliffs, which went public with its bid for U.S. Steel earlier in August.
"The U.S. Steel board must go through their process that they previously announced (adding) we will evaluate any opportunities in connection with that process, subject to support from the USW," Esmark CEO Jim Bouchard said in a statement.
USW, which has asserted itself aggressively in the bidding battle, had said the union would not endorse any buyers other than Cleveland-Cliffs.
However, U.S. Steel last week said its labor agreement with USW does not afford the union the right to veto a sale of the company.
The future of U.S. Steel is important to Minnesota's Iron Range, where the major player is Cleveland-Cliffs, followed by U.S. Steel.
As predicted (eom).
$CLF $X --- ESMARK, INC. will not make a bid for U.S. Steel, citing respect for USW union.
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