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  • re. Cliffs Natural Resources Inc.
  • re. Cliffs Natural Resources Inc.

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    This web page has been established as a courtesy to provide public access to certain information of interest to holders of (i) 5.90% Senior Notes due 2020 (CUSIP 18683KAA9) (the “5.90% Notes”) and (ii) 6.25% Senior Notes due 2040 (CUSIP 18683KAC5) (the “6.25% Notes,” and with the 5.90% Notes, the “Class Notes”) issued by Cliffs Natural Resources Inc. (“Cliffs” or the “Defendant”).

Cliffs Natural Resources Inc.

Cliffs Natural Resources Inc.

Grant & Eisenhofer P.A. and Gardy & Notis, LLP, counsel to the Plaintiffs (and proposed counsel to the Class) who filed the Complaint, have established this web page. Until the proposed Class is certified by the court, we represent only Mr. Waxman and Mr. Hammerschlag, and not each individual member of the proposed Class.

January 27, 2016

Defendants announced a proposed private debt exchange

On January 27, 2016, the Defendant announced a proposed private debt exchange (the “Exchange Offer”) whereby they would exchange and replace certain of the Class Notes as well as other notes issued by Cliffs for newly-issued 8.00% 1.5 Lien Senior Secured Notes due 2020 (the “8.00% 1.5L Notes”). That Exchange Offer was consummated on February 29, 2016. Even though the Class Notes were registered securities under the Securities Act, the Defendant made the Exchange Offer under an exemption to the Securities Act.

As such, the only holders of Class Notes who were eligible to participate in the Exchange Offer were Qualified Institutional Buyers (“QIBs”) within the meaning of Rule 144A of the Securities Act -- those that own and invest, on a discretionary basis, at least $100 million in securities; for a broker-dealer the threshold is $10 million, and banks and savings and loan associations must also have a net worth of at least $25 million to satisfy the QIB criteria.

March 14, 2016

Plaintiffs Gary Waxman and Leonard Hammerschlag filed a five-count Complaint for Declaratory Relief and Damages

On March 14, 2016, Plaintiffs Gary Waxman and Leonard Hammerschlag, individually as holders of the 5.90% Notes and 6.25% Notes, respectively, and on behalf of all others similarly situated, by their undersigned counsel, filed a five-count Complaint for declaratory relief and damages (the Complaint) in the United States District Court for the Southern District of New York, Case No. 16-cv-1899. The Complaint seeks a declaratory judgment that the Exchange Offer violated the Plaintiffs’ and the other noteholders’ rights under the Trust Indenture Act of 1939 and the indentures for the Class Notes, the Exchange Offer violated the implied covenant of good faith and fair dealing, the Exchange Offer unjustly enriched the Defendant, and seeks damages attendant to each of the foregoing.

The Complaint defines the “Class” as: “all persons who beneficially held the Class Notes during the period February 29, 2016 to the present, who are not QIBs within the meaning of Rule 144A of the Securities Act; and who are inside the United States within the meaning of Regulation S of the Securities Act.”

Download the CLF Bonds Press Release here

Download the CLF Bonds Filed Complaint here



Certain public information has been posted to this web page and may be accessed by clicking on the links above. Additional public information may be posted from time to time. The web page is not sponsored or authorized by the Defendant. Rather, counsel for the proposed Class has established this website for the purpose of providing proposed Class members with access to information. Should you have any additional questions you can call us at 646-722-8529.

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