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Luxembourg, 9 January 2013 - ArcelorMittal (the "Company") announces today its intention to offer
common stock ("the Shares") and mandatorily convertible subordinated notes (the "MCNs") for an
expected amount of approximately USD 3.5 billion ("the Combined Offering"). The Company retains
the flexibility to adjust the relative proportions of MCNs and common stock offered in the
The common stock and MCNs will be offered inside the United States pursuant to a registration
statement filed with the Securities and Exchange Commission (the "SEC") and globally, subject to
certain customary selling restrictions.
ArcelorMittal intends to use the net proceeds from the Combined Offering to reduce existing
indebtedness. Deleveraging remains a priority for ArcelorMittal to retain strategic flexibility,
and this offering, together with other initiatives, is expected to enable the Company to reduce
its net debt down to approximately USD 17 billion by June 30, 2013 and accelerate the achievement
of a medium term net debt target of USD15 billion.
ArcelorMittal reiterates its guidance for the full year 2012. The Company expects to achieve FY
2012 EBITDA of approximately USD 7 billion and net debt is expected to be approximately USD 22
billion as of year end 2012.
Lakshmi Mittal, Chairman and CEO of ArcelorMittal, commented: "We have consistently said that
reducing net debt is a priority for the company. This transaction, supplemented by proceeds from
ongoing asset disposals, the announced reduction in dividends and continued cost saving
initiatives, will significantly lower our net debt and accelerate the achievement of a medium term
net debt target of USD 15 billion."
The MCNs will have a maturity of 3 years, will be issued at 100% of the principal amount and will
be mandatorily converted into ordinary shares of ArcelorMittal (the "Shares") at the maturity of
the MCNs unless earlier converted at the option of the holders or ArcelorMittal or upon certain
specified events in accordance with the terms of the MCNs. The MCNs are expected to pay a coupon
in the range between 5.875% and 6.375% per annum, payable quarterly in arrears. The minimum
conversion price of the MCNs will be equal to the share reference price, determined by the
placement price of shares in the concurrent common stock offering as described below, and the
maximum conversion price is expected to be set in the range between 120% and 125% of the minimum
Goldman Sachs & Co will be the sole global coordinator of the Combined Offering, and Goldman Sachs
& Co, BofA Merrill Lynch , Credit Agricole Corporate and Investment Bank, and Deutsche Bank AG,
London Branch will serve as joint bookrunners of the Combined Offering.
The shares of common stock will be offered with preferential allocations to existing shareholders.
The Mittal family has indicated its intention to participate by placing an order in the Combined
Offering for an aggregate amount of USD 600 million, and will be locked up for a period of 180
Under the terms of the Combined Offerings, there will be a 180-day lock-up period for the Company
on issuances or sales of Shares and securities that give the holder the right to acquire Shares.
The offering of the MCNs and the Shares will be made under ArcelorMittal's shelf registration
statement filed with the SEC on February 28, 2012, as amended by a post-effective amendment filed
on January 9, 2013. The final terms of the MCNs and the concurrent equity offering are expected to
be announced on January 9, 2013 in a separate press release. Settlement of the common stock
offering is expected to occur on or around January 14, 2013. Settlement of the MCNs is expected to
occur on or around January 16, 2013. ArcelorMittal will apply to list the MCNs on the New York
Stock Exchange ("NYSE"), subject to satisfaction of the NYSE's minimum equity listing standards
with respect to the MCNs. There can be no assurance that such requirement will be satisfied. If
the MCNs are approved for listing, ArcelorMittal expects trading on the NYSE to begin within 30
calendar days after the MCNs are first issued.
ArcelorMittal management will host a conference call for members of the investment community at:
Date New York London Luxembourg
Wednesday 9.00am 2.00pm 3.00pm
January 9, 2012
The dial in numbers:
Location Toll free dial in numbers Local dial in numbers Participant
UK Local 0800 169 3059 +44 (0)207 970 0006 314813#
USA Local 1800 814 6417 +1 215 599 1757 314813#
France 0800917772 +33 170707578 314813#
Germany 08009646526 +49 6940359700 314813#
Spain 900994921 +34 914140992 314813#
Luxembourg 80024686 +352 24871048 314813#
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov http://www.sec.gov/ . Alternatively, copies may
be obtained from Goldman Sachs & Co. at 1-212-902-1171, BofA Merrill Lynch at 1-800-500-5408, or
Deutsche Bank AG, London Branch at 1-800-503-4611.
This press release may contain forward-looking information and statements about ArcelorMittal and
its subsidiaries. These statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and expectations with respect to
future operations, products and services, and statements regarding future performance.
Forward-looking statements may be identified by the words "believe," "expect," "anticipate,"
"target" or similar expressions. Although ArcelorMittal's management believes that the
expectations reflected in such forward-looking statements are reasonable, investors and holders of
ArcelorMittal's securities are cautioned that forward-looking information and statements are
subject to numerous risks and uncertainties, many of which are difficult to predict and generally
beyond the control of ArcelorMittal, that could cause actual results and developments to differ
materially and adversely from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include those discussed or identified in
the filings with the SEC made or to be made by ArcelorMittal, including ArcelorMittal's Annual
Report on Form 20-F for the year ended December 31, 2011 filed with the SEC. ArcelorMittal
undertakes no obligation to publicly update its forward-looking statements, whether as a result of
new information, future events, or otherwise.
No communication and no information in respect of the offering of securities may be distributed to
the public in any jurisdiction where a registration or approval is required. The offering or
subscription of securities may be subject to specific legal or regulatory restrictions in certain
jurisdictions. ArcelorMittal takes no responsibility for any violation of any such restrictions by
In member states of the European Economic Area ("EEA") which have implemented the Prospectus
Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently
is directed exclusively at persons who are "qualified investors" within the meaning of the
Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order,
and (iii) to whom it may otherwise lawfully be communicated.
In connection with the Combined Offering, the Joint Bookrunners or any of their respective
affiliates acting as an investor for their own account may take up as a proprietary position any
Securities and in that capacity may retain, purchase or sell for their own account such
Securities. In addition they may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or dispose of Securities. They do
not intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
The Joint Bookrunners are acting on behalf of the Company and no one else in connection with any
offering of the Securities and will not be responsible to any other person for providing the
protections afforded to any of their respective clients or for providing advice in relation to any
offering of the Securities. None of the Joint Bookrunners will regard any other person as its
client in relation to the offering of the Securities.
ArcelorMittal is the world's leading steel and mining company, with a presence in more than 60
ArcelorMittal is the leader in all major global carbon steel markets, including automotive,
construction, household appliances and packaging, with leading R&D and technology. The Group also
has a world class mining business with a global portfolio of over 20 mines in operation and
development, and is the world's 4th largest iron ore producer. With operations in over 22
countries spanning four continents, the Company covers all of the key industrial markets, from
emerging to mature, and has outstanding distribution networks.
Through its core values of sustainability, quality and leadership, ArcelorMittal commits to
operating in a responsible way with respect to the health, safety and well-being of its employees,
contractors and the communities in which it operates. It is also committed to the sustainable
management of the environment. It takes a leading role in the industry's efforts to develop
breakthrough steelmaking technologies and is actively researching and developing steel-based
technologies and solutions that contribute to combat climate change. ArcelorMittal is a member of
the FTSE4Good Index and the Dow Jones Sustainability World Index.
In 2011, ArcelorMittal had revenues of $94.0 billion and crude steel production of 91.9 million
tonnes, representing approximately 6 per cent of world steel output. The Group's mining operations
produced 54 million tonnes of iron ore and 8 million tonnes of metallurgical coal.
ArcelorMittal is listed on the stock exchanges of New York (MT), Amsterdam (MT), Paris (MT),
Luxembourg (MT) and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia
For more information about ArcelorMittal visit: www.arcelormittal.com
Contact information ArcelorMittal Investor Relations
Europe + 352 4792 2484
Americas + 1 312 899 3569
Retail + 44 203 214 3198
SRI + 44 207 543 1128
Bonds/Credit + 33 171 92 10 26
Contact information ArcelorMittal Corporate Communications
E-mail: firstname.lastname@example.org mailto:email@example.com
Phone: +352 4792 5000
ArcelorMittal Corporate Communications
Giles Read (Head of Media Relations) + 44 20 3214 2845
Tobin Postma + 44 20 3214 2412
Martin Leeburn + 44 20 7379 5151
Sylvie Dumaine / Anne-Charlotte Creach + 33 1 5370 7470
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Source: ArcelorMittal S.A. via Thomson Reuters ONE