SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18 - SUBSEQUENT EVENTS

We have evaluated subsequent events through the date of financial statement issuance.

On July 14, 2024, we entered into the Arrangement Agreement, pursuant to which we will acquire all of the issued and outstanding common shares of Stelco from the holders thereof. Under the terms of the Arrangement Agreement, Stelco shareholders will receive CAD $60.00 per Stelco common share in cash and a fixed exchange ratio of 0.454 shares of Cliffs common stock per share of Stelco common stock (or CAD $10.00 per share as of July 12, 2024), representing a total consideration of CAD $70.00 per Stelco share. The Arrangement Agreement implies a total enterprise value of approximately $2.5 billion (CAD $3.4 billion) for Stelco as of July 12, 2024.

Completion of the Stelco Acquisition is subject to various customary closing conditions, including, among others, approval by Stelco shareholders and the receipt of required regulatory clearances in both the U.S. and Canada, and it is possible that factors outside of our control could result in the Stelco Acquisition being completed at a later time or not at all. The Arrangement Agreement also contains certain termination rights that may be exercised by either us or Stelco. We expect to complete the Stelco Acquisition in the fourth quarter of 2024 following the satisfaction or waiver of all applicable conditions.