UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure
On May 20, 2020, in connection with the offering of the secured notes (as described below), United States Steel Corporation (the “Company”) disclosed certain information to prospective investors in a preliminary offering memorandum, dated May 20, 2020. The preliminary offering memorandum included information that supplements or updates certain prior disclosures of the Company. Such information is attached hereto as Exhibit 99.1 and is being furnished under Item 7.01 of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 of this Current Report on 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On May 20, 2020, the Company issued a press release announcing that it has commenced a private offering of $700 million aggregate principal amount of senior secured notes due 2025 (the “secured notes”). The secured notes are being offered only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
Description | |
| 99.1 | Excerpts from preliminary offering memorandum for the secured notes, dated May 20, 2020 | |
| 99.2 | Press release dated May 20, 2020 (relating to the secured notes offering) | |
| 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/ Duane D. Holloway | ||
| Name: | Duane D. Holloway | ||
| Title: | Senior Vice President, General Counsel and Chief Ethics & Compliance Officer | ||
Dated: May 20, 2020