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Annual report pursuant to Section 13 and 15(d)

CAPITAL STOCK

v3.22.0.1
CAPITAL STOCK
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]
CAPITAL STOCK
NOTE 15 - CAPITAL STOCK
Underwritten Public Offering
On February 11, 2021, we sold 20million of our common shares and 40million common shares were sold by an affiliate of ArcelorMittal in an underwritten public offering. In each case, shares were sold at a price per share of $16.12. Prior to this sale, ArcelorMittal held approximately 78million of our common shares, which were issued as a part of the consideration in connection with the AM USA Transaction. We did not receive any proceeds from the sale of the 40million common shares sold on behalf of ArcelorMittal. We used the net proceeds from the offering, plus cash on hand, to redeem $322million aggregate principal amount of our outstanding 9.875% 2025 Senior Secured Notes.
Acquisition of AK Steel
As more fully described in NOTE 3 - ACQUISITIONS, we acquired AK Steel on March 13, 2020. At the effective time of the AK Steel Merger, each share of AK Steel common stock issued and outstanding prior to the effective time of the AK Steel Merger was converted into, and became exchangeable for, 0.400 Cliffs common shares, par value $0.125 per share. We issued a total of 127million common shares in connection with the AK Steel Merger at a fair value of $618 million. Following the closing of the AK Steel Merger, AK Steel's common stock was de-listed from the NYSE.
Acquisition of ArcelorMittal USA
As more fully described in NOTE 3 - ACQUISITIONS, we acquired ArcelorMittal USA on December 9, 2020. Pursuant to the terms of the AM USA Transaction Agreement, we issued 78,186,671 common shares and 583,273 shares of a new series of our Serial Preferred Stock, Class B, without par value, designated as the “Series B Participating Redeemable Preferred Stock,” in each case to an indirect, wholly owned subsidiary of ArcelorMittal as part of the consideration paid by us in connection with the closing of the AM USA Transaction.
Series B Participating Redeemable Preferred Stock Redemption
We had 583,273 shares of our Series B Participating Redeemable Preferred Stock issued and outstanding as of December 31, 2020. During the third quarter of 2021, we redeemed all 583,273 shares of our Series B Participating Redeemable Preferred Stock at a redemption price of $1.3billion using borrowings under our ABL Facility.
Amendment to Articles of Incorporation
On April 29, 2021, we filed a Certificate of Amendment to our Fourth Amended Articles of Incorporation, as amended, to increase the total number of authorized common shares from 600,000,000 to 1,200,000,000.
Preferred Stock
We have 3,000,000 shares of Serial Preferred Stock, Class A, without par value, authorized, of which, none are issued or outstanding as of December31, 2021. We also have 4,000,000 shares of Serial Preferred Stock, Class B, without par value, authorized, of which, none are issued or outstanding as of December31, 2021.
Dividends
The below table summarizes our recent dividend activity:
Declaration Date Record Date Payment Date Dividend Declared per Common Share
2/18/2020 4/3/2020 4/15/2020 $ 0.06
12/2/2019 1/3/2020 1/15/2020 0.06
Subsequent to the dividend paid on April 15, 2020, our Board suspended future dividends.
Share Repurchase Program
In 2018, our Board of Directors authorized a program to repurchase outstanding common shares in the open market or in privately negotiated transactions. The share repurchase program was effective until December 31, 2019. During 2019, we repurchased 24 million common shares at a cost of $253 million in the aggregate, including commissions and fees.