UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 7.01. Regulation FD Disclosure
On October 15, 2019, United States Steel Corporation (the “Corporation”) issued a press release announcing its intention to offer, subject to market and other conditions, $300,000,000 aggregate principal amount of senior convertible notes due 2026 (the “notes”). The Corporation also intends to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $50,000,000 principal amount of notes. The notes will only be offered and sold to persons reasonably excepted to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is furnished as Exhibit 99.1.
In connection with the launch of the notes offering, the Corporation disclosed certain information to prospective investors in a preliminary offering memorandum. The preliminary offering memorandum included information that supplements or updates certain prior disclosures of the Corporation. Pursuant to Regulation FD, the Corporation is furnishing herewith such information, in the general form presented in the preliminary offering memorandum, as Exhibit 99.2 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibits 99.1 and 99.2 are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 | Press Release |
| 99.2 | Excerpts from preliminary offering memorandum |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNITED STATES STEEL CORPORATION
| By: | /s/ Kimberly D. Fast | |
| Name: Kimberly D. Fast | ||
| Title: Acting Controller |
Dated: October 15, 2019