Item 1.01. Entry into a Material Definitive Agreement.
Background of the Tender Offers
On
On
Entry into Supplemental Indentures
On
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. . .
Item 1.02 Termination of a Material Definitive Agreement.
Effective as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, which is incorporated herein by
reference, on
At the effective time of the Merger (the "Effective Time"), pursuant to the
Merger Agreement, each share of common stock, par value
At the Effective Time, (i) all Company restricted stock units and Company restricted shares outstanding as of immediately prior to the Effective Time were automatically converted into restricted stock units or restricted shares, as applicable, denominated in Cliffs Shares based on the Exchange Ratio, (ii) all Company performance share awards outstanding as of immediately prior to the Effective Time were automatically converted into performance share awards denominated in Cliffs Shares based on the Exchange Ratio and the number of Company Shares that would have been earned pursuant to such Company performance share awards for achievement of target performance, with the performance goals under such awards having been adjusted as mutually agreed by the Company and Cliffs prior to the Effective Time to account for the transaction, and (iii) all Company options outstanding as of immediately prior to the Effective Time were automatically converted into options to acquire a number of Cliffs Shares determined based on the Exchange Ratio (with the exercise price applicable to the Company options being adjusted based on the Exchange Ratio). Aside from the foregoing adjustments, the awards remain subject to the same terms and conditions, including vesting. Prior to the closing of the transactions contemplated by the Merger Agreement (the "Closing"), holders of options granted under certain of the Company's legacy stock incentive plans had the opportunity to elect to have their options cancelled in exchange for a cash amount (without interest) calculated pursuant to the Merger Agreement in lieu of having their options converted into options to acquire Cliffs Shares.
The description of the Merger and the Merger Agreement set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
In addition, the Company intends to file a certification on Form 15 with the
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Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time on
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information contained in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Following the Closing,
As of the Effective Time, each of the Company's executive officers as of immediately prior to the Effective Time ceased to be officers of the Company. Following the Closing, each of the following individuals became the executive officers of the Company, in each case to hold the positions set forth below and serve until their respective successors have been duly elected and qualified:
Clifford T. Smith President and Chief Operating OfficerTerry G. Fedor Executive Vice President, Chief Operating Officer, SteelMills R. Christopher Cebula Vice President, Controller and Chief Accounting OfficerCelso L. Goncalves , Jr. Vice President, Treasurer
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, each of the certificate of incorporation and the bylaws of the Company was amended and restated in its entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofDecember 2, 2019 , by and amongAK Steel Holding Corporation , Cleveland-Cliffs Inc. andPepper Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onDecember 4, 2019 ). 3.1 Amended and Restated Certificate of Incorporation ofAK Steel Holding Corporation . 3.2 Second Amended and Restated Bylaws ofAK Steel Holding Corporation . 4.1 Eleventh Supplemental Indenture, datedMarch 11, 2020 , betweenAK Steel Corporation andU.S. Bank National Association . 4.2 Second Supplemental Indenture, datedMarch 11, 2020 , betweenAK Steel Corporation andU.S. Bank National Association . 104 Cover Page Interactive Data File (embedded as Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
supplementally a copy of any omitted schedule upon request by the
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