UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): May 22, 2020(
(Exact Name of Registrant as Specified in Charter)
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Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2020, United States Steel Corporation (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with the subsidiary guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein, relating to the sale by the Company of $1,056,357,000 aggregate principal amount of its 12.000% Senior Secured Notes due 2025 (the “Senior Secured Notes”) in the United States to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The sale of the Senior Secured Notes is expected to close on May 29, 2020, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the subsidiary guarantors. Under the terms of the Purchase Agreement, the Company and the subsidiary guarantor have agreed to indemnify the initial purchasers against certain liabilities. A copy of the Purchase Agreement is included in this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The summary description of the terms of the Purchase Agreement in this report is qualified in its entirety by reference to Exhibit 10.1.
Item 8.01. Other Events.
On May 21, 2020, the Company issued a press release announcing that it had priced its previously announced offering of Senior Secured Notes. The offering of the Senior Secured Notes was upsized to $1,056,357,000 from the originally announced aggregate principal amount of $700,000,000. A copy of the press release is attached hereto as Exhibit 99.1 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
| Exhibit Number |
Description |
| 10.1 | Purchase Agreement for the Senior Secured Notes, dated as of May 21, 2020 |
| 99.1 | Press release dated May 21, 2020 |
| 104 | Cover Page lnteractive Data File (embedded within the Inline XBRL document). |
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 22, 2020