DEBT AND CREDIT FACILITIES |
NOTE 8 - DEBT AND CREDIT FACILITIES
The following represents a summary of our long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
Debt Instrument |
|
Issuer1
|
|
Annual Effective
Interest Rate
|
|
March 31, 2022 |
|
December 31, 2021 |
Senior Secured Notes: |
|
|
|
|
|
|
|
|
9.875% 2025 Senior Secured Notes |
|
Cliffs |
|
10.57% |
|
$ |
607Ìý
|
|
|
$ |
607Ìý |
|
6.750% 2026 Senior Secured Notes |
|
Cliffs |
|
6.99% |
|
845Ìý
|
|
|
845Ìý |
|
Senior Unsecured Notes: |
|
|
|
|
|
|
|
|
1.500% 2025 Convertible Senior Notes |
|
Cliffs |
|
6.26% |
|
—Ìý
|
|
|
294Ìý |
|
7.000% 2027 Senior Notes |
|
Cliffs |
|
9.24% |
|
73Ìý
|
|
|
73Ìý |
|
7.000% 2027 AK Senior Notes |
|
AK Steel |
|
9.24% |
|
56Ìý
|
|
|
56Ìý |
|
5.875% 2027 Senior Notes |
|
Cliffs |
|
6.49% |
|
556Ìý
|
|
|
556Ìý |
|
4.625% 2029 Senior Notes |
|
Cliffs |
|
4.63% |
|
500Ìý
|
|
|
500Ìý |
|
4.875% 2031 Senior Notes |
|
Cliffs |
|
4.88% |
|
500Ìý
|
|
|
500Ìý |
|
6.250% 2040 Senior Notes |
|
Cliffs |
|
6.34% |
|
263Ìý
|
|
|
263Ìý |
|
IRBs due 2024 to 2028 |
|
AK Steel |
|
Various |
|
—Ìý
|
|
|
66Ìý |
|
ABL Facility |
|
Cliffs2
|
|
Variable3
|
|
1,715Ìý
|
|
|
1,609Ìý |
|
Total principal amount |
|
|
|
|
|
5,115Ìý
|
|
|
5,369Ìý |
|
Unamortized discounts and issuance costs |
|
|
|
|
|
(87) |
|
|
(131) |
|
Total long-term debt |
|
|
|
|
|
$ |
5,028Ìý
|
|
|
$ |
5,238Ìý |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to ÐÇ¿Õ´«Ã½ Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a ÐÇ¿Õ´«Ã½ Steel Corporation).
|
2 Refers to ÐÇ¿Õ´«Ã½ Inc. as borrower under our ABL Facility.
|
3 Our ABL Facility annual effective interest rate was 2.00% and 1.87%, respectively, as of March 31, 2022 and December 31, 2021.
|
Debt Extinguishments - 2022
On January 18, 2022, we redeemed all of our outstanding 1.500% 2025 Convertible Senior Notes through a combination settlement, with the aggregate principal amount of $294Ìýmillion paid in cash, and 24Ìýmillion common shares, with a fair value of $499Ìýmillion, delivered to noteholders in settlement of the premium due per the terms of the indenture, plus cash in respect of the accrued and unpaid interest on the 1.500% 2025 Convertible Senior Notes to, but not including, the redemption date per the terms of the indenture.
Additionally, on March 25, 2022, we redeemed all $66Ìýmillion aggregate principal amount outstanding of the IRBs due 2024 to 2028.
The following is a summary of the debt extinguished and the respective impact on extinguishment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
|
Three Months Ended March 31, 2022 |
Debt Instrument |
|
|
|
|
|
|
Debt Extinguished |
|
Gain (Loss) on Extinguishment |
1.500% 2025 Convertible Senior Notes |
|
|
|
|
|
|
$ |
294Ìý
|
|
|
$ |
(16) |
|
IRBs due 2024 to 2028 |
|
|
|
|
|
|
66Ìý
|
|
|
2Ìý
|
|
Total |
|
|
|
|
|
|
$ |
360Ìý
|
|
|
$ |
(14) |
|
Subsequent to the quarter ended MarchÌý31, 2022, we redeemed all of our outstanding 9.875% 2025 Senior Secured Notes with available liquidity on April 20, 2022. Refer to NOTE 19 - SUBSEQUENT EVENTS for further information.
ABL Facility
As of MarchÌý31, 2022, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable.
The following represents a summary of our borrowing capacity under the ABL Facility:
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
March 31, 2022 |
Available borrowing base on ABL Facility1
|
|
$ |
4,500Ìý
|
|
Borrowings |
|
(1,715) |
|
Letter of credit obligations2
|
|
(171) |
|
Borrowing capacity available |
|
$ |
2,614Ìý
|
|
|
|
|
1 As of MarchÌý31, 2022, the ABL Facility has a maximum available borrowing base of $4.5 billion. The borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.
|
2 We issued standby letters of credit with certain financial institutions in order to support business obligations including, but not limited to, workers' compensation, employee severance, insurance, operating agreements and environmental obligations.
|
Debt Maturities
The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at MarchÌý31, 2022:
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
Maturities of Debt |
2022 (remaining period of year) |
|
$ |
—Ìý |
|
2023 |
|
—Ìý |
|
2024 |
|
—Ìý |
|
2025 |
|
2,322Ìý |
|
2026 |
|
845Ìý |
|
Thereafter |
|
1,948Ìý |
|
Total maturities of debt |
|
$ |
5,115Ìý |
|
|