On February 27, 2017, Cliffs Natural Resources Inc., an Ohio
corporation (the Company), entered into an indenture (the
Indenture) among the Company, the guarantors party thereto (the
Guarantors) and U.S. Bank National Association, as trustee (the
Trustee), relating to the issuance by the Company of $500 million
aggregate principal amount of 5.75% Senior Notes due 2025 (the
Notes). The Notes were sold on February 27, 2017 in a private
transaction exempt from the registration requirements of the
Securities Act of 1933 (the Securities Act).

The Notes bear interest at a rate of 5.75% per annum, which is
payable semi-annually in arrears on March 1 and September 1 of each
year, commencing on September 1, 2017. The Notes mature on March 1,
2025.

The Notes are the Companys general unsecured senior obligations and
rank equally in right of payment with all of the Companys existing
and future senior unsecured indebtedness and rank senior in right
of payment to all of the Companys existing and future subordinated
indebtedness. The Notes are effectively subordinated to the
Companys existing or future secured indebtedness to the extent of
the value of the assets securing such indebtedness. The Notes are
guaranteed on a senior unsecured basis by the Companys material
direct and indirect wholly-owned domestic subsidiaries and,
therefore, are structurally senior to any of the Companys existing
and future indebtedness that is not guaranteed by such guarantors
and are structurally subordinated to all existing and future
indebtedness and other liabilities of the Companys subsidiaries
that do not guarantee the Notes.

The terms of the Notes are governed by the Indenture, which
contains customary covenants that, among other things, limit the
Companys and its subsidiaries’ ability to create liens on property
that secure indebtedness, enter into sale and leaseback
transactions and merge, consolidate or amalgamate with another
company. Upon the occurrence of a change of control triggering
event, as defined in the Indenture, the Company is required to
offer to repurchase the Notes at 101% of the aggregate principal
amount thereof, plus any accrued and unpaid interest, if any, to,
but excluding, the repurchase date.

The Company may redeem the Notes, in whole or in part, on or after
March 1, 2020, at the redemption prices set forth in the Indenture,
plus accrued and unpaid interest, if any, to, but not including,
the date of redemption, and prior to March 1, 2020, at a redemption
price equal to 50% of the principal amount thereof plus a
make-whole premium set forth in the Indenture, plus accrued and
unpaid interest, if any, to, but not including, the date of
redemption. The Company may also redeem up to 35% of the aggregate
principal amount of the Notes on or prior to March 1, 2020 at a
redemption price equal to 105.750% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including,
the date of redemption with the net cash proceeds of one or more
equity offerings.

The Indenture contains customary events of default, including
failure to make required payments, failure to comply with certain
agreements or covenants, failure to pay or acceleration of certain
other indebtedness, certain events of bankruptcy and insolvency,
and failure to pay certain judgments. An event of default under the
Indenture will allow either the Trustee or the holders of at least
25% in aggregate principal amount of the then-outstanding Notes
issued under the Indenture to accelerate, or in certain cases, will
automatically cause the acceleration of, the amounts due under the
Notes.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company, the
Guarantors and Merrill Lynch, Pierce, Fenner Smith Incorporated,
acting as representative for the initial purchasers, entered into a
registration rights agreement relating to the Notes, dated February
27, 2017 (the Registration Rights Agreement). Under the
Registration Rights Agreement, the Company and the Guarantors
agreed, for the benefit of the holders of the Notes, that they
will, subject to certain exceptions (1) within 365 days after the
closing date of the Notes offering, file a registration statement
on an appropriate registration form with respect to a registered
offer to exchange the Notes for notes (the Exchange Notes)
registered under the Securities Act of 1933 (the Securities Act),
which shall also be guaranteed by the Guarantors, with terms
substantially identical in all material respects to the Notes
(except that the Exchange Notes will not contain terms with respect
to transfer restrictions), (2) promptly after the effectiveness of
the registration statement for the offer to exchange, offer the
Exchange Notes in exchange for surrender of the Notes and (3) keep
the offer to exchange open for not less than 20 business days after
the date the notice of the offer to exchange is mailed to holders
of the Notes. Under certain circumstances, the Company has agreed
to file a shelf registration statement under the Securities Act
with respect to the resale of the Notes.

If the Company does not comply with certain of its obligations
under the Registration Rights Agreement, subject to limitations set
forth in the Registration Rights Agreement, the Company will be
required to pay additional interest to holders of Notes in an
amount equal to 0.25% per annum on the principal amount of the
Notes, for the first 90 days following such default. Thereafter,
the amount of additional interest will increase by an additional
0.25% per annum with respect to each subsequent 90-day period until
the default is cured, up to a maximum amount of 1.00% per annum.

The terms of the Indenture and the Notes are summarized in Item
1.01 of this Form 8-K and are incorporated into this Item 2.03
herein by reference.