OREANDA-NEWS. June 20, 2013. ArcelorMittal (the “Company” or “ArcelorMittal”) and ArcelorMittal USA LLC (“AM USA” and together with ArcelorMittal, the “Offerors”) today announced the commencement of an offer (the “Offer”) to purchase for cash any and all of AM USA’s 6.500% Notes due 2014 (the “Notes”).

Concurrently with the Offer, ArcelorMittal is also announcing the commencement of an invitation (the “Invitation for Offers” and the “Concurrent European Offer”) to holders of EUR 500,000,000 4.625% Bonds due November 7, 2014 (ISIN: XS0204395213) (the “AM Finance Bonds”) issued by ArcelorMittal Finance. 

ArcelorMittal and AM USA are making the Offer in order to retire all or a portion of the Notes prior to their maturity. The Company’s offer for the Notes and the AM Finance Bonds reflects its robust liquidity position and forms part of its proactive approach to managing its debt maturity profile, reducing gross debt and optimizing interest costs.

This announcement does not contain the full terms and conditions of the Offer, which are contained in the offer to purchase dated June 17, 2013 (the “Offer to Purchase,” as it may be amended or supplemented from time to time) prepared by ArcelorMittal and AM USA, and is subject to the offer restrictions set out below and as more fully described in the Offer to Purchase.

Notes validly tendered and not withdrawn on or before 11:59 p.m., New York City time, on June 28, 2013, unless extended or earlier terminated (the “Early Tender Time”) will be eligible to receive total consideration (the “Total Consideration”), which is the U.S. dollar amount payable per USD 1,000 principal amount of the Notes set forth in the table above and includes an early participation amount equal to USD 50.00 per USD 1,000 principal amount of Notes (the “Early Participation Amount”).

Notes tendered after the Early Tender Time but on or prior to the expiration date, which will be 11:59 p.m., New York City time, on July 15, 2013, unless extended or earlier terminated (the “Expiration Time”), will be eligible to receive only the tender consideration (“Tender Consideration”), equal to the Total Consideration less the Early Participation Amount. Payment of the Total Consideration for all Notes validly tendered prior to the Early Tender Time and accepted for purchase by the Offerors is expected to be made on July 1, 2013 (the “Early Settlement Date”).  Payment of the Tender Consideration for all Notes validly tendered after the Early Tender Time and accepted for purchase by the Offerors is expected to be made on July 16, 2013 (the “Final Settlement Date”).

The Total Consideration and the Tender Consideration will be payable in cash. In addition, accrued and unpaid interest from, and including, the last interest payment date for the Notes to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable, will also be paid.

The obligation of ArcelorMittal and AM USA to accept for purchase, and to pay for the Notes validly tendered pursuant to the Offer, is conditioned upon the satisfaction or, where applicable, waiver by ArcelorMittal and AM USA of a number of conditions described in the Offer to Purchase. ArcelorMittal and AM USA reserve the right, in their sole discretion, to waive any one or more of the conditions to the Offer at any time.

Tenders of the Notes may be withdrawn at any time prior to the Early Tender Time in accordance with the terms of the Offer, but may not be withdrawn thereafter.

The Offer is not contingent upon the tender of any minimum principal amount of Notes.

J.P. Morgan Securities LLC has been appointed to serve as the dealer manager for the Offers.  D.F. King & Co., Inc. has been retained to serve as the information agent and tender agent.  

For additional information regarding the terms of the Offers, please contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free within U.S.) or collect at: +1 (212) 834-2452.  Requests for documents and questions regarding the tender of Notes may be directed to D.F. King & Co., Inc. toll free at +1 (800) 758-5378 or collect at +1 (212) 269-5550. 

The Offer to Purchase is expected to be distributed to holders of Notes beginning today.  Copies of the Offer to Purchase may also be obtained at no charge from D.F. King & Co., Inc.

None of ArcelorMittal, AM USA, the dealer manager, the information agent or the tender agent makes any recommendation as to whether any holder of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to buy any Notes nor is it a solicitation for acceptance of the Offer.  It is also not an invitation to any holder of the AM Finance Bonds to offer to sell such bonds to the Company, which is being made by a separate Invitation for Offers.  The Offerors are making the Offer only by, and pursuant to the terms of, the Offer to Purchase.  The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase.