Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 9, 2017
 
Cliffs Natural Resources Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Ohio
 
1-8944
 
34-1464672
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
 
200 Public Square, Suite 3300
Cleveland, Ohio
 
 
 
44114-2315
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (216) 694-5700
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01.
Other Events.
Cliffs Natural Resources Inc. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-215980):
1.Underwriting Agreement, dated February 9, 2017, by and between the Company and Goldman, Sachs & Co., as representative of the several underwriters named therein;
2.Opinion and Consent of Jones Day.

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
 
 
 
Exhibit
Number
 
Description
 
 
1.1
 
Underwriting Agreement, dated February 9, 2017, by and between the Company and Goldman, Sachs & Co., as representative of the several underwriters named therein
5.1
 
Opinion of Jones Day
23.1
 
Consent of Jones Day (included in Exhibit 5.1)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
CLIFFS NATURAL RESOURCES INC.
 
 
 
 
Date:
February 15, 2017
By:
/s/ James D. Graham
 
 
Name:
James D. Graham
 
 
Title:
Executive Vice President, Chief Legal Officer & Secretary





EXHIBIT INDEX
 
 
 
 
Exhibit
Number
 
Description
 
 
1.1
 
Underwriting Agreement, dated February 9, 2017, by and between the Company and Goldman, Sachs & Co., as representative of the several underwriters named therein
5.1
 
Opinion of Jones Day
23.1
 
Consent of Jones Day (included in Exhibit 5.1)