Item 1.01. Entry into a Material Definitive Agreement.
Environmental Improvement Revenue Bonds
On November 24, 2020, United States Steel Corporation (the "Corporation")
entered into an Agreement of Sale dated as of November 1, 2020 (the "Agreement
of Sale") with The Industrial Development Board of the City of Hoover (Alabama)
(the "Alabama Issuer") whereby the Alabama Issuer agreed to use the proceeds of
the sale of its $63,400,000 Environmental Improvement Revenue Bonds, Series 2020
(United States Steel Corporation Project) (the "Alabama Bonds") issued under a
Trust Indenture dated as of November 1, 2020 (the "Indenture") between the
Alabama Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee,
to finance or refinance the acquisition, construction, equipping and
installation of certain solid waste disposal facilities, including an electric
arc furnace and other equipment and facilities, to be owned by the Corporation
and located at its Fairfield Works. Under the Agreement of Sale, the Corporation
will pay the semiannual interest payments on the Alabama Bonds and the principal
of the Alabama Bonds due on November 1, 2050. The Alabama Bonds will bear
interest at a rate of 6.375% through October 31, 2030 and are subject to
mandatory purchase by the Corporation on November 1, 2030 at which time it is
expected that the Alabama Bonds will be remarketed to the public at a fixed
interest rate for a term ending on or prior to their November 1, 2050 maturity
date in accordance with the provisions of the Indenture. The Alabama Bonds are
subject to optional redemption by the Corporation at par on November 1, 2030.
On November 24, 2020, the Corporation also entered into Loan Agreement dated as
of November 1, 2020 (the "Loan Agreement") with the Indiana Finance Authority
(the "Indiana Issuer") whereby the Indiana Issuer agreed to use the proceeds of
the sale of its (i) $33,300,000 Environmental Improvement Revenue Bonds, Series
2020A (United States Steel Corporation Project) (the "Series 2020A Bonds") to
finance a portion of the costs of acquiring, engineering, constructing,
installing and equipping certain solid waste disposal facilities at chemical and
steel producing plants of the Corporation at the Corporation's Gary Complex
located in the City of Gary in the State of Indiana (the "State"), including but
not limited to a landfill, dust catcher and integral components of these
facilities, and (ii) if and when issued in the maximum principal amount of
$88,810,000 Environmental Improvement Revenue Refunding Bonds, Series 2020B
(United States Steel Corporation Project) (the "Series 2020B Bonds" and together
with the Series 2020A Bonds, the "Indiana Bonds") for the purpose of refunding
the remaining outstanding principal amount of the Indiana Issuer's Environmental
Improvement Revenue Refunding Bonds, Series 2010 (United States Steel
Corporation Project) (the "Refunded Bonds"), currently outstanding in the
aggregate principal amount of $88,810,000, which Refunded Bonds were issued for
the purpose of refunding two prior issues of the Indiana Issuer's bonds, the
proceeds of which were used to finance or refinance a portion of the costs to
the Corporation of the acquisition, construction, equipping and installation of
certain pollution control facilities at its plant in the City of Gary in the
State. Under the Loan Agreement, the Corporation will pay the semiannual
interest payments on the Series 2020A Bonds and the principal of the Series
2020A Bonds due on May 1, 2039; if issued, the payment dates with respect to the
Series 2020B Bonds will be determined at the time of issuance of such Series
2020B Bonds. The Series 2020A Bonds are subject to optional redemption by the
Corporation at par on or after November 1, 2030, and redemption terms with
respect to the Series 2020B Bonds, if issued, will be determined at the time of
issuance of such Series 2020B Bonds.
The foregoing descriptions of the Agreement of Sale and the Loan Agreement do
not purport to be complete and are qualified in their entirety by the copies of
such agreements filed herewith as Exhibits 10.1 and 10.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 24, 2020, the Corporation issued a press release announcing the
closing of the Alabama Bonds. A copy of the press release is furnished as
Exhibit 99.1 hereto.
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 Form 8-K and shall not be deemed "filed" for purposes of Section 18
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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
The press release referenced in Item 7.01 is furnished with this current report
on Form 8-K as Exhibit 99.1.
(d) Exhibits
10.1 Agreement of Sale dated as of November 1, 2020 between the Corporation and The
Industrial Development Board of the City of Hoover regarding $63,400,000 million
6.375% Environmental Improvement Revenue Bonds, Series 2020 (United States Steel
Corporation Project).
10.2 Loan Agreement dated as of November 1, 2020 between the Corporation and the Indiana
Finance Authority regarding $33,300,000 Indiana Finance Authority Environmental
Improvement Revenue Bonds, Series 2020A (United States Steel Corporation Project)
and Indiana Finance Authority Environmental Improvement Revenue Refunding Bonds,
Series 2020B (United States Steel Corporation Project)
99.1 Press Release, dated November 24, 2020
104 The cover page interactive data file from this Current report on Form 8-K is
embedded within the Inline XBRL document exhibit 101.
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