Cases & Deals

Cleveland-Cliffs acquires AK Steel in $1.1 billion stock swap

Client(s) Cleveland-Cliffs Inc.

Jones Day advised Cleveland-Cliffs Inc. (NYSE: CLF) in its merger with AK Steel Holding Corporation (NYSE: AKS) pursuant to which Cliffs acquired all of the issued and outstanding shares of AK Steel common stock. Under the terms of the merger agreement, AK Steel shareholders received 0.40 shares of Cliffs common stock for each outstanding share of AK Steel common stock they own. The Cliffs shareholders now own approximately 68% and AK Steel shareholders own approximately 32% of the combined company, respectively, on a fully diluted basis.

The fixed exchange ratio implied a consideration of $3.36 per share of AK Steel common stock and represents a premium of 16% based on the closing share prices of Cliffs and AK Steel common shares, respectively, as of December 2, 2019, and a premium of 27% based on the 30-day volume weighted average price of AK Steel common shares. The transaction implied an aggregate consideration to AK Steel shareholders of approximately $1.1 billion on a fully diluted basis, a total enterprise value of approximately $3 billion for AK Steel and an acquisition multiple of 5.6x LTM Adjusted EBITDA.