Filed pursuant to Rule 424(b)(5)
Registration No. 333-223400
PROSPECTUS SUPPLEMENT
(To prospectus dated March 2, 2018)
$1,250,000,000 5.50% Mandatorily Convertible Subordinated Notes Due 2023
ArcelorMittal (the Issuer, we, ArcelorMittal or the Company) is offering
$1,250,000,000 aggregate principal amount of 5.50% Mandatorily Convertible Subordinated Notes due 2023 (the Notes) that are mandatorily convertible into up to 134,843,500 new or existing ordinary shares (with no par value) of the Issuer
(the Shares). See Description of the Notes. Each Note has a principal amount of $25.
The Notes will
bear interest from, and including, May 18, 2020 at the rate of 5.50% per year, payable quarterly in arrears on February 18, May 18, August 18 and November 18 of each year, commencing on August 18, 2020, as described in this prospectus supplement,
subject to our right to defer interest payments as more fully described in this prospectus supplement. Any such deferred payments will themselves bear interest at the same rate as the principal amount of the Notes.
On May 18, 2023 (the Maturity Date), unless previously converted or purchased and canceled, the Notes will be
mandatorily converted into between 114,760,500 Shares and 134,843,500 Shares in the aggregate, subject to adjustments set forth in this prospectus supplement. The Maximum Conversion Ratio for the Notes will initially be 2.69687 Shares per $25
principal amount of Notes and the Minimum Conversion Ratio for the Notes will initially be 2.29521 Shares per $25 principal amount of Notes. During the Conversion Period (as defined herein), you may elect to convert your Notes (subject to certain
exceptions described herein), in whole or in part, into Shares at the Minimum Conversion Ratio, together with a cash payment in respect of any Optionally Outstanding Payments (as defined herein). During the Conversion Period, the Issuer may elect to
cause the conversion of the Notes, in whole but not in part, into Shares at the Maximum Conversion Ratio, together with a cash payment in respect of a Make-whole Amount (as defined herein), any Optionally Outstanding Payments and any other accrued
and unpaid interest to, but excluding, the Settlement Date (as defined herein).
The Notes will also be mandatorily
converted into Shares upon the occurrence of an Accelerated Mandatory Conversion Event, as more fully described under Description of the NotesMandatory ConversionAccelerated Mandatory Conversion. In addition to the Shares to
be delivered upon an Accelerated Mandatory Conversion Event, the Issuer will pay a Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.
If a Relevant Event (as defined herein) occurs, you may elect to convert your Notes during the Special Voluntary Conversion
Period (as defined herein) into Shares at the Relevant Event Conversion Ratio. In addition to the Shares to be delivered upon a conversion in connection with a Relevant Event, the Issuer will pay a Make-whole Amount, any Optionally Outstanding
Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.
The Notes will be redeemable by
the Issuer if a Shareholder Event (as defined herein) has occurred by July 28, 2020. See Description of the NotesProcurement of Settlement SharesRedemption upon a Shareholder Event. Notwithstanding any other provision
described in this prospectus supplement, the Notes will not be convertible under any circumstances prior to July 28, 2020.
The Notes will be the Issuers direct, unsecured and subordinated obligations, and will rank in priority to the rights and
claims of holders of the Issuers Junior Securities (as defined herein), pari passu with each other and with any Parity Securities (as defined herein), and junior to the claims of all of the Issuers Senior Creditors (as defined
herein).
The Issuer will apply to list the Notes on the New York Stock Exchange (the NYSE), subject to
satisfaction of the NYSEs minimum equity listing standards with respect to the Notes. There can be no assurance that such requirement will be satisfied. If the Notes are approved for listing, the Issuer expects trading on the NYSE to begin
within 30 calendar days after the Notes are first issued. The Shares are traded on the NYSE (symbol MT), the Luxembourg Stock Exchange (symbol MTL), Euronext Amsterdam (symbol MT), Euronext Paris (symbol
MT) and the stock exchanges of Madrid, Barcelona, Bilbao and Valencia (the Spanish Stock Exchanges) (symbol MTS). Shares to be delivered upon conversion of the Notes will be, at the option of the holder, either
(i) ArcelorMittal New York Registry Shares, which are registered (including in the name of the nominee of DTC) in the New York shareholders register kept on behalf of the Company by Citibank, N.A. (or its successor), (ii) ArcelorMittal
European Registry Shares, which are held through Euroclear and held in Euroclear Netherlands with BNP Paribas Securities Services (or its successor) acting as agent on behalf of the Company or held directly on the Companys Luxembourg
shareholders register.
Concurrently with this offering, the Issuer is offering 80,906,149 Shares in an underwritten
offering (the Concurrent Share Offering and, together with this offering, the Offerings) pursuant to a separate prospectus supplement and the accompanying prospectus. The placement price per share in the Concurrent Share
Offering is $9.27. This offering of Notes is not contingent upon the completion of the Concurrent Share Offering. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy the Shares being offered in the Concurrent
Share Offering. See UnderwritingConcurrent Share Offering.
Investing in the Notes and Shares involves
risks that are described in the Risk Factors section beginning on page S-22 of this prospectus supplement.
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Issue Price(1)
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Underwriting
Discount
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Proceeds, Before
Expenses, to
ArcelorMittal
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Per Note
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100
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%
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0.92
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%
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99.08
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%
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Total
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$
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1,250,000,000
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$
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11,500,000
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$
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1,238,500,000
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(1)
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Plus accrued interest, if any, from May 18, 2020
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the Notes and the Shares in book-entry form will be made on or about May 18, 2020 through The Depository Trust
Company (DTC) for the accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg (Clearstream) and the Euroclear System (Euroclear) (as participants in DTC).
Global Coordinators and Joint Bookrunners
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BNP PARIBAS
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Crédit Agricole CIB
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Société Générale
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Joint Bookrunners
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BBVA
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BofA Securities
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COMMERZBANK
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HSBC
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ING
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Mizuho International plc
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Natixis
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UniCredit
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The date of this prospectus supplement is May 11, 2020.