Cliffs Natural Resources Acquires Consolidated Thompson Iron Mines

Cliffs Natural Resources Inc. (Cliffs) completed its acquisition of Consolidated Thompson Iron Mines Limited (Consolidated Thompson). Cliffs financed the approximately $4.9 billion (including net debt) transaction through committed financing, including a $1.25 billion term loan, $750 million in bridge financing and available cash on hand. Cliffs has since replaced the $750 million in bridge financing by accessing the capital markets.

Cliffs indirectly acquired all of the outstanding shares of Consolidated Thompson for $17.25 per share pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act, and Consolidated Thompson is now an indirect wholly owned subsidiary of Cliffs called “Cliffs Quebec Iron Mining Limited.”

Cliffs was represented internally by Kelly Tompkins, Executive Vice-President Legal, Governmental Affairs and Sustainability, and by others in the Cliffs Legal Department including James Graham, Matt Lenhard, Traci Forrester and Monica Tarasco. In the US, Robert Profusek and James Dougherty of Jones Day represented Cliffs. In Canada, a team from Blake, Cassels & Graydon LLP led by Thomas McKee and Christopher Hewat was involved. The team included Sheldon Vanderkooy, Chris Javornik, Andrew Pollock, Paul Singh, Tim Andison, Cat Youdan, Doug Robertson, Dustin Down, William Chan, Tom Rowe, Andrew Thompson, Guy Amini, Michael Bantey, Patrick Menda, Tatiana Lewin and Joanna Myszka (M&A and securities); Jeffrey Trossman, Andrew Spiro and Josh Jones (tax); Cal Goldman, Navin Joneja, Litsa Kriaris and Mark Graham (competition); Viorelia Guzun and Adriana Molluso (real estate); Natalie Bussiere and Catherine Gagne (employment and pension and employee benefits); Ian Binnie and Katherine Girard (financial services); Jonathan Kahn and Katia Opalka (environmental) and Marc-André Landry (litigation).

Consolidated Thompson was represented by Valery Zamuner, General Counsel, Corporate Secretary and Vice President of Legal, and a team from Fraser Milner Casgrain LLP led by Sander Grieve, that included Guy Paul Allard, Linda Misetich, Liz Fraser, Michael Melanson, Scott Rozansky, John Sabine, Giancarlo Salvo, Ralph Shay and Charles Spector (mining & securities); Richard Gauthier and Zahra Nurmohamed (tax); Tim Banks, Louis Dumont, Laurent Godbout, Robb Heintzman and Ari Sorek (litigation); Susan Paul and Sandy Walker (competition); Heidi Clark and Barbara Farina (financial services) and Mark Dunsmuir (pensions). The special committee of the board of directors of Consolidated Thompson was represented by Cassels Brock & Blackwell LLP with a team led by John Vettese and included Jeffrey Roy and Jay King (mining & securities) and Chris Hersh (competition).

WISCO (Wuhan Iron and Steel (Group) Corporation of China), the 19.9 per cent shareholder supporting the deal, was represented by McCarthy Tétrault LLP.