UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02Results of Operations and Financial Condition.
Distribution Announcement
On October 8, 2021, Mesabi Trust issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of One Dollar and Forty-Two Cents ($1.42) per Unit of Beneficial Interest payable on November 20, 2021 to Mesabi Trust Unitholders of record at the close of business on October 30, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.
Item 7.01Regulation FD.
AAA Arbitration Final Award
As previously reported, on December 9, 2019, Mesabi Trust initiated arbitration with the American Arbitration Association (“AAA”) against Northshore Mining Company (“Northshore”), the lessee/operator of the leased lands, and its parent, Cleveland-Cliffs Inc. (“Cliffs”). The Trust asserted claims concerning the calculation of royalties related to the production, shipment and sale of iron ore, including DR-grade pellets.
The arbitration was completed before a panel of three arbitrators in July 2021 under the commercial rules of the AAA. The Trust received the final award on October 1, 2021, which awarded the Trust damages in the amount of $2,312,106 for underpaid royalties on DR grade pellets in 2019 and 2020 and interest in the amount of $430,710, calculated through June 30, 2021, and continuing to accrue until paid. Pursuant to the award, Cliffs must pay the damages award to the Trust no later than October 30, 2021. The Tribunal granted the Trust’s request for a declaration that “for purposes of calculating royalties on intercompany sales, Northshore shall reference all third-party pellet sales, regardless of grade, and select the highest price arm’s length pellet sale from the preceding four quarters.” The Tribunal denied the Trust’s request for declaratory relief regarding access to information. A copy of the press release is being furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. |
| Description |
|---|---|---|
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MESABI TRUST | ||
By: | /s/ Jeffrey Schoenfeld | |
Jeffrey Schoenfeld | ||
Vice President | ||
Deutsche Bank Trust Company Americas, | ||
Corporate Trustee of Mesabi Trust | ||
Dated: October 8, 2021
2
EXHIBIT 99.1
MESABI TRUST PRESS RELEASE
October 8, 2021 04:15 PM Eastern Daylight Time | NEW YORK--(BUSINESS WIRE) |
Distribution Announcement
The Trustees of Mesabi Trust (NYSE:MSB) declared a distribution of One Dollar and forty-two cents ($1.42) per Unit of Beneficial Interest payable on November 20, 2021 to Mesabi Trust Unitholders of record at the close of business on October 30, 2021. This compares to a distribution of thirty-six cents ($0.36) per Unit for the same period last year.
The One Dollar and six cents ($1.06) per Unit increase in the current distribution, as compared to the distribution announced by the Trust at the same time last year, is primarily attributable to the Trust’s receipt of total royalty payments of $19,495,040 on July 30, 2021 from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”), which was higher than the total royalty payments of $4,349,830 received by the Trust from Cliffs in July 2020. The increase in the royalty received by the Trust for the second calendar quarter of 2021, as compared to the royalty received for the second calendar quarter of 2020, is primarily attributable to higher prices for iron ore products reflected in the second quarter 2021 royalty calculations, and higher volume of shipments during the second quarter 2021, compared with shipments in the second quarter 2020. The Trust’s distribution announcement today also reflects that the Trust’s most recent balance sheet includes a contract liability, which represents, among other things, iron ore that had not yet been shipped by Northshore, but for which the Trust has received a royalty payment based on an initial estimated price. See Mesabi Trust’s Quarterly Report on Form 10-Q, Note 2 (regarding “Contract asset and contract liability”), for the fiscal quarter ended July 30, 2021 (filed September 13, 2021). Finally, the Trust’s announcement today also reflects the Trustees’ assessment that Mesabi Trust will have sufficient reserves available to make such a distribution while also maintaining an appropriate level of unallocated reserves in order for the Trust to be positioned to meet current and future expenses, and present and future liabilities (whether fixed or contingent), that may arise.
Quarterly royalty payments from Northshore for iron ore shipments during the third calendar quarter, which are payable to Mesabi Trust under the royalty agreement, are due on October 30, 2021, together with the quarterly royalty report. After receiving the quarterly royalty report, Mesabi Trust plans to file a summary of the quarterly royalty report with the Securities and Exchange Commission in a Current Report on Form 8-K.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore in 2021, royalty (including bonus royalty) amounts, timing of quarterly royalty payments and quarterly royalty reports, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to
inherent risks and uncertainties such as general adverse business and industry economic trends, uncertainties arising from war, terrorist events, potential future impacts of the coronavirus (COVID-19) pandemic, and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling of production lines or entire plants, announcements and implementation of trade tariffs, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, indexing features in Cliffs Pellet Agreements resulting in adjustments to royalties payable to Mesabi Trust and other factors. Further, substantial portions of royalties earned by Mesabi Trust are based on estimated prices that are subject to quarterly and final adjustments, which can be positive or negative, and are dependent in part on multiple price and inflation index factors under customer agreements to which Mesabi Trust is not a party and that are not known until after the end of a contract year. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained in the Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.
Contact:
Mesabi Trust SHR Unit
Deutsche Bank Trust Company Americas
904-271-2520
2
EXHIBIT 99.2
MESABI TRUST Announces Arbitration Final Award
PRESS RELEASE October 8, 2021
October 8, 2021 04:45 PM Eastern Daylight TimeNEW YORK-(BUSINESS WIRE)
AAA Arbitration Final Award
As previously reported, on December 9, 2019, Mesabi Trust initiated arbitration with the American Arbitration Association (“AAA”) against Northshore Mining Company (“Northshore”), the lessee/operator of the leased lands, and its parent, Cleveland-Cliffs Inc. (“Cliffs”). The Trust asserted claims concerning the calculation of royalties related to the production, shipment and sale of iron ore, including DR-grade pellets.
The arbitration was completed before a panel of three arbitrators in July 2021 under the commercial rules of the AAA. The Trust received the final award on October 1, 2021, which awarded the Trust damages in the amount of $2,312,106 for underpaid royalties on DR grade pellets in 2019 and 2020 and interest in the amount of $430,710, calculated through June 30, 2021, and continuing to accrue until paid. Pursuant to the award, Cliffs must pay the damages award to the Trust no later than October 30, 2021. The Tribunal granted the Trust’s request for a declaration that “for purposes of calculating royalties on intercompany sales, Northshore shall reference all third-party pellet sales, regardless of grade, and select the highest price arm’s length pellet sale from the preceding four quarters.” The Tribunal denied the Trust’s request for declaratory relief regarding access to information.
Contact:
Mesabi Trust SHR Unit
Deutsche Bank Trust Company Americas
904-271-2520
Document and Entity Information |
Oct. 08, 2021 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Oct. 08, 2021 |
| Entity File Number | 1-4488 |
| Entity Registrant Name | MESABI TRUST |
| Entity Incorporation, State or Country Code | NY |
| Entity Tax Identification Number | 13-6022277 |
| Entity Address, Address Line One | c/o Deutsche Bank Trust Company Americas |
| Entity Address, Adress Line Two | Trust & Agency Services |
| Entity Address, Address Line Three | 60 Wall Street, 24th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10005 |
| City Area Code | 904 |
| Local Phone Number | 271-2520 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Units of Beneficial Interest, no par value |
| Trading Symbol | MSB |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000065172 |
| Amendment Flag | false |