Filed Pursuant to Rule 433
Registration No. 333-165376
March 16, 2011
CLIFFS NATURAL RESOURCES INC.
Pricing Term Sheet
4.875% Senior Notes due 2021
6.25% Senior Notes due 2040
| Issuer: | Cliffs Natural Resources Inc. | |||
| Ratings*: | Baa3 / BBB- (Moody’s/S&P) | |||
| Trade Date: | March 16, 2011 | |||
| Title: | 2021 Note | 2040 Note | ||
| Security Type: | Senior Note | Senior Note | ||
| Settlement Date: | T+5; March 23, 2011 | T+12; April 1, 2011 | ||
| Principal Amount: | US $700,000,000 | US $300,000,000 | ||
| Maturity: | April 1, 2021 | October 1, 2040 | ||
| Coupon: | 4.875% | 6.25% | ||
| Price to Public: | 99.897% | 99.573% | ||
| Yield to Maturity: | 4.888% | 6.282% | ||
| Spread to Benchmark Treasury: | T+170 bps | T+190 bps | ||
| Benchmark Treasury: | 3.625% due February 15, 2021 | 4.25% due November 15, 2040 | ||
| Benchmark Treasury Spot and Yield: | 103-22 / 3.188% | 97-26 / 4.382% | ||
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2011 | April 1 and October 1, commencing October 1, 2011 | ||
| Make-Whole Call: | T+25 bps | T+ 40 bps | ||
| CUSIP: | 18683KAD3 | 18683KAC5 | ||
| ISIN: | US18683KAD37 | US18683KAC53 | ||
| Joint Bookrunners | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| Co-Managers: | Fifth Third Securities, Inc. BMO Capital Markets Corp. KeyBanc Capital Markets Inc. PNC Capital Markets LLC RBS Securities Inc. Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. | |||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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. Alternatively, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, or Merrill Lynch, Pierce, Fenner & Smith Incorporated can arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at (877) 858-5407, calling J.P. Morgan Securities LLC collect at 1-212-834-4533, or calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
This pricing term sheet supplements the preliminary prospectus supplement issued by Cliffs Natural Resources Inc. dated March 16, 2011.