Item 1.01. Entry into a Material Definitive Agreement.

Background of the Tender Offers

On February 26, 2020, the Company and Cliffs announced that, in connection with the Merger, Cliffs had commenced offers to purchase for cash (each, a "Tender Offer" and collectively, the "Tender Offers") any and all outstanding 7.625% Senior Notes due 2021 (the "2021 Notes") and 7.50% Senior Secured Notes due 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes") of AK Steel Corporation, a wholly owned subsidiary of the Company ("AK Steel"). In conjunction with the Tender Offers, AK Steel has solicited consents (each, a "February Consent Solicitation" and, collectively, the "February Consent Solicitations") to adopt proposed amendments to each of the indentures governing the Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indentures and, with respect to the 2023 Notes, release the liens securing such Notes (collectively, the "Proposed Amendments"). The February Consent Solicitations were conducted pursuant to the terms of, and subject to the conditions set forth in, an offer to purchase and consent solicitation statement, dated February 26, 2020 (as amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement").

On March 10, 2020, the Company and Cliffs announced that, in connection with the Tender Offers by Cliffs and the February Consent Solicitations by AK Steel, AK Steel had received, on March 10, 2020, the requisite consents to adopt the Proposed Amendments to amend (i) the indenture, dated May 11, 2010 (the "Base 2021 Notes Indenture"), among AK Steel, the Company, as parent guarantor, and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by that certain Fifth Supplemental Indenture, dated September 16, 2014 (the "Fifth Supplemental Indenture"), among AK Steel, the Company, AK Tube LLC ("AK Tube") and AK Steel Properties, Inc. ("AK Steel Properties"), as subsidiary guarantors, and the Trustee, and as further supplemented by that certain Sixth Supplemental Indenture, dated July 27, 2016 (the "Sixth Supplemental Indenture" and, together with the Base 2021 Notes Indenture and the Fifth Supplemental Indenture, the "2021 Notes Indenture"), among AK Steel, Mountain State Carbon, LLC ("MSC" and, together with AK Tube and AK Steel Properties, the "Subsidiary Guarantors"), as a subsidiary guarantor, and the Trustee, governing the 2021 Notes, and (ii) the Indenture, dated June 20, 2016 (as amended or supplemented from time to time, the "Base 2023 Notes Indenture"), among AK Steel, the Company, the Subsidiary Guarantors and the Trustee, as trustee and collateral agent, governing the 2023 Notes.

Entry into Supplemental Indentures

On March 11, 2020, AK Steel and the Trustee entered into the Eleventh Supplemental Indenture with respect to the 2021 Notes Indenture (the "Eleventh Supplemental Indenture") and the Second Supplemental Indenture with respect to the 2023 Notes Indenture (the "Second Supplemental Indenture"), giving effect to the Proposed Amendments.

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. . .

Item 1.02 Termination of a Material Definitive Agreement.

Effective as of March 13, 2020, all amounts outstanding under that certain Second Amended and Restated Loan and Security Agreement, dated as of September 13, 2017, by and among AK Steel, as borrower, the borrowing base guarantors from time to time party thereto, certain financial institutions from time to time party thereto (the "Lenders") and Bank of America, N.A., acting as agent for the Lenders (as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of April 26, 2019, the "Credit Agreement") were repaid, and the Credit Agreement, including any commitments thereunder, was terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, which is incorporated herein by reference, on March 13, 2020 the Merger was completed pursuant to the terms and conditions of the Merger Agreement.

At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (the "Company Shares") issued and outstanding immediately prior to the Effective Time (other than restricted Company Shares and any Company Shares owned by Cliffs, Merger Sub or the Company and not held on behalf of third parties) was converted into the right to receive 0.400 (the "Exchange Ratio") of a fully paid and nonassessable share of common stock, par value $0.125 per share, of Cliffs (the "Cliffs Shares").

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 SEC on December 4, 2019 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On March 13, 2020, the Company notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger, and requested that the NYSE (i) suspend trading of the Company Shares on the NYSE prior to the open of trading on March 13, 2020, (ii) withdraw from listing on the NYSE the Company Shares and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to report that the Company Shares are no longer listed on the NYSE and to apply for the deregistration of the Company Shares under Section 12(b) of the Exchange Act. As a result, the Company Shares, which previously traded under the symbol "AKS," ceased to be traded on the NYSE prior to the open of trading on March 13, 2020.

In addition, the Company intends to file a certification on Form 15 with the SEC to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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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 March 13, 2020, a change in control of the Company occurred and the Company became a direct, wholly owned subsidiary of Cliffs.

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, Keith A. Koci, Terry G. Fedor, and Clifford T. Smith became all of the directors of the Company, with each such director to hold office until his or her respective successor is duly elected and qualified in accordance with the Company's organizational documents. As a result of the Merger, Ralph S. Michael, III, Dennis C. Cuneo, Sheri H. Edison, Mark G. Essig, William K. Gerber, Gregory B. Kenny, Roger K. Newport, Dwayne A. Wilson, Vicente Wright and Arlene M. Yocum ceased to be directors of the Company.

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 Officer
Terry G. Fedor            Executive Vice President, Chief Operating Officer, Steel
                          Mills
R. Christopher Cebula     Vice President, Controller and Chief Accounting Officer
Celso 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 of December 2, 2019, by and
                 among AK Steel Holding Corporation, Cleveland-Cliffs Inc. and Pepper
                 Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to
                 the Current Report on Form 8-K filed by the Company with the SEC on
                 December 4, 2019).

   3.1             Amended and Restated Certificate of Incorporation of AK Steel
                 Holding Corporation.

   3.2             Second Amended and Restated Bylaws of AK Steel Holding
                 Corporation.

   4.1             Eleventh Supplemental Indenture, dated March 11, 2020, between AK
                 Steel Corporation and U.S. Bank National Association.

   4.2             Second Supplemental Indenture, dated March 11, 2020, between AK
                 Steel Corporation and U.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

Regulation S-K. AK Steel Holding Corporation hereby undertakes to furnish

supplementally a copy of any omitted schedule upon request by the SEC.

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