United States Steel Corporation (NYSE:X) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Underwriting Agreement
On March13, 2018, United States Steel Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule I thereto, in connection with the public offering by the Company of $650 million aggregate principal amount of its 6.250% Senior Notes due 2026 (the “Notes”). The Company intends to use the net proceeds from the offering, together with cash on hand, to fund the tender offer for, or the redemption of, all of its 8.375% Senior Secured Notes due 2021 and the payment of related fees and expenses.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the underwriters against certain liabilities.
The summary of the Underwriting Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the text of the form of the Underwriting Agreement, a copy of which is being filed as Exhibit10.1 hereto and is incorporated herein by reference.
Supplemental Indenture
On March15, 2018, the Company issued the Notes to an indenture dated as of May21, 2007 by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), a copy of which was filed as Exhibit4.1 to the Company’s Report on Form8-K filed on May22, 2007, as supplemented by a ninth supplemental indenture, dated as of March15, 2018, by and between the Company and the Trustee (the “Supplemental Indenture”).
The Supplemental Indenture provides for the issuance and sets forth the terms of the Notes. A specimen copy of the Notes is attached as an exhibit to the Supplemental Indenture. The Supplemental Indenture also contains covenants regarding the Company on liens, sale-leasebacks and mergers and consolidations. It also includes provisions requiring the Company to offer to repurchase the Notes upon a change of control repurchase event and redemption and other customary provisions.
In connection with the issuance of the Notes, DLA Piper LLP (US) provided the Company with the legal opinion attached to this Current Report onForm8-Kas Exhibit5.1.
The summary of the Supplemental Indenture set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the text of the form of the Supplemental Indenture, a copy of which is being filed herewith as Exhibit 4.1.
This Current Report on Form8-K does not constitute an offer to sell, or a solicitation of an offer to buy the Notes, or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
On March15, 2018, the Company issued $650 million aggregate principal amount of 6.250% Senior Notes due 2026. The Notes are senior obligations of the Company. The description of the terms of the Notes set forth above in Item 1.01 is hereby incorporated by reference into this Item.
Item 8.01. Other Events.
On March13, 2018, the Company issued two press releases.
The first press release relates to the Company’s intention to offer the Notes, a copy of which is filed as Exhibit99.1.
The second press release relates to the Company’s public offering of the Notes. The foregoing description is qualified in its entirety by reference to the press release, which is attached hereto as Exhibit99.2 incorporated by reference herein.
