Item 1.01. Entry into a Material Definitive Agreement
On
The Purchase Agreement contains customary representations, warranties, and
covenants by the parties, including, among others, covenants (a) by the
Corporation regarding the conduct of Transtar's business during the period
between the execution of the Purchase Agreement and closing of the Transaction,
(b) by the Corporation and Transtar to effect certain asset transfer and
corporate restructuring transactions, (c) by the Buyer to file a Notice of
Exemption with the
The consummation of the Transaction is subject to certain customary closing conditions, including, among others, (a) the final approval, authorization or exemption, as applicable, of the Transaction by the STB, (b) the absence of any order or applicable law adopted after the date of the Purchase Agreement enjoining, prohibiting or rendering illegal the consummation of the Transaction, (c) the absence of any pending legal proceeding commenced by a governmental authority seeking to enjoin, prohibit or render illegal the consummation of the Transaction or impose certain material regulatory concessions on the Buyer or Transtar and its subsidiaries, (d) the absence of any order or applicable law adopted after the date of the Purchase Agreement imposing certain material regulatory concessions on the Buyer or Transtar and its subsidiaries, (e) the accuracy of each party's representations and warranties contained in the Purchase Agreement (subject to certain materiality qualifiers) and (f) each party's performance and compliance in all material respects with their respective obligations and covenants under the Purchase Agreement. The Buyer intends to obtain third party debt financing to fund the purchase price and has provided the Corporation with customary financing commitment letters, however, the Buyer's receipt of such financing is not a condition to closing of the Transaction.
Either the Corporation or the Buyer may exercise certain customary termination
rights under the Purchase Agreement. As described in the Purchase Agreement, in
certain circumstances, the Buyer will be required to pay the Corporation a
termination fee of
In connection with the closing of the Transaction, the Corporation, on the one
hand, and Transtar or the Buyer (or their respective affiliates), on the other
hand, will enter into certain ancillary agreements including, among others, a
transition services agreement and a railway services agreement (the "Railway
Services Agreement"). Under the Railway Services Agreement, for an initial term
of 15 years from and after the closing of the Transaction, Transtar will
continue to provide the Corporation with rail haulage, switching and
transportation services at the Corporation's facilities in and around
The summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 10.1 filed herewith, which is incorporated herein by reference.
The Purchase Agreement has been filed as an exhibit to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about the Corporation, Transtar or the Buyer. The representations, warranties and covenants in the Purchase Agreement were made only for the purpose of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement as of specific dates. Such representations, warranties and covenants may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, may or may not have been accurate as of any specific date, and may be subject to important limitations and qualifications (including exceptions thereto set forth in any schedules agreed to by the contracting parties) and may therefore not be complete. The representations, warranties and covenants in the Purchase Agreement may also be subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Corporation, Transtar or the Buyer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Corporation's public disclosures.
Item 7.01. Regulation FD Disclosure
On
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the presentation are being furnished under Item 7.01 of this 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
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Item 9.01. Financial Statements and Exhibits
9.01(d) Exhibits: Exhibit No. Description 10.1* Membership Interest Purchase Agreement, datedJune 7, 2021 , by and betweenUnited States Steel Corporation andPercy Acquisition LLC . 99.1 Investor Presentation, datedJune 8, 2021 . 99.2 Press Release, datedJune 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as, but not limited to, "will,"
"believes," "expects," "anticipates," "plans," "could," "may," "should," and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements in this current report include, among other things,
statements about the potential benefits of the Transaction; the Corporation's
plans, objectives, expectations and intentions; the financial condition, results
of operations and business of the Corporation; and the anticipated timing of the
closing of the Transaction. Risks and uncertainties include, among other things,
risks related to the satisfaction of the conditions of the closing of the
Transaction in the anticipated timeframe or at all; risks related to the ability
to realize the anticipated benefits of the Transaction, including the
possibility that the expected benefits and cost savings from the proposed
Transaction or the capital and operational improvements will not be realized or
will not be realized within the expected time period; disruption from the
Transaction making it more difficult to maintain business and operational
relationships; negative effects of the announcement or the consummation of the
proposed Transaction on the market price of the Corporation's common stock;
significant transaction costs; unknown liabilities; the risk of litigation
and/or regulatory actions related to the proposed Transaction; other business
effects, including the effects of industry, market, economic, political or
regulatory conditions; future exchange and interest rates; changes in tax and
other laws, regulations, rates and policies; future business combinations or
disposals; and competitive developments. All forward-looking statements rely on
a number of assumptions, estimatesand data concerning future results and events
and are subject to a number of uncertainties and other factors that could cause
actual results to differ materially from those reflected in such statements.
Accordingly, the Corporation cautions that the forward-looking statements
contained herein are qualified by these and other important factors and
uncertainties that could cause results to differ materially from those reflected
by such statements. For more information on additional potential risk factors,
please review the Corporation's filings with the
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