Good morning, ladies and gentlemen. My name is Kevin, and I'm your conference facilitator today. I'd like to welcome everyone to Cleveland-Cliffs conference call to discuss its acquisition of Stelco Holdings. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there'll be a question and answer session. The companies remind you that certain comments made on today's call will include predictive statements that are intended to be made as forward-looking within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Although the companies believe that its forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially. Important factors that could cause results to differ materially are set forth at each company's filings and news releases, including the news releases announcing the transaction, which are available on each company's website. Today's conference call is also available and being broadcast at clevelandcliffs.com, where additional material related to the transaction can be also found. At the conclusion of the call, it will be archived on each website and available for replay. Participating on today's call will be Lourenco Goncalves, Chairman, President, and CEO of Cleveland-Cliffs, and Celso Goncalves, Executive Vice President and Chief Financial Officer of Cleveland-Cliffs. At this time, I'd like to turn the call over to Lourenco for his remarks. Please go ahead, sir. Thanks, Kevin, and thanks to everyone for joining us on short notice this morning. Today is an exciting day for Cleveland-Cliffs as we are announcing our acquisition of Stelco, the steel company of Canada. We are paying CAD 70 per share of Stelco, with CAD 60 in cash and CAD 10 in Cliffs stock for a total enterprise value of $2.5 billion, representing an attractive multiple of 4.8x Stelco's trailing 12 months EBITDA. We expect to close the transaction in the Q4 of this year. Upon closing, we will be keeping the Stelco name and legacy, which is rightfully so, a strong source of Canadian pride. As you have noticed in the press release, the International President of the USW, Dave McCall, fully supports this deal. For abundance of clarity, David McCall does not support any other deal in our space. Cliffs and Stelco have a lot in common. Stelco is the only steel company on the continent whose relationship with the union is similar to our own, not hostile, but rather centered around the achievement of shared goals. Stelco also has an amazing environmental track record, and their CO₂ emissions intensity is in line with Cliffs, which is best in class among integrated companies throughout the entire world. Both Cliffs and Stelco operate at a level of CO₂ emissions significantly lower than all others around the world, and that includes the United States, Japan, Korea, and Europe. From the other side of Lake Erie, we have admired what Alan Kestenbaum and his team have done to transform Stelco from an underperforming steel company under previous ownership into one of the highest margin steel companies in North America. At the end of the day, management matters and ownership matters. After acquiring the company out of bankruptcy, Alan and the Stelco team did exactly what needed to be done. First, they reset the relationship with the workforce and with the union. They brought back the Canadian pride and the value of the Stelco name and brand. They also made all the right investments at both Lake Erie Works and Hamilton Works, including a major blast furnace reline in 2020, and refocused the operations on what they could perfect, producing commodity grade hot-rolled at a significant cost advantage and staying nimble by primarily participating in the spot market. As such, Stelco is a plug-and-play asset for Cleveland-Cliffs. Unlike their ArcelorMittal USA assets that we acquired in December of 2020, that needed massive investments and repair and maintenance initiatives that we executed over the last few years, this asset will be low capital intensity. Stelco will be the lowest cost and highest EBITDA margin flat-rolled asset in our entire footprint. Their current hot band costs per ton is $480 per net ton, compared to the United States average of nearly $650 per ton. That's a major advantage, and that includes both integrated and mini mills. We will benefit from it. Given our outlook for prime scrap pricing and the benefits we will see from the wave of manufacturing onshoring. The enforcement of our trade laws and the ongoing massive deployment of new capital in infrastructure, we expect assets like Lake Erie and Hamilton to outperform in the years to come. The cost advantages of this business are primarily, one, an extremely favorable pellet supply agreement that runs through 2028. Two, a favorable exchange rate. Three, lower healthcare costs due to Canada's publicly funded healthcare system. Four, an optimal operating layout as Lake Erie Works is the newest integrated facility in North America. Fifth, low energy rates in the province of Ontario. Combining what is a two-site operation into our larger footprint will provide Stelco with several opportunities. For example, Lake Erie Works is constrained at the blast furnace, so the addition of our HBI to Lake Erie's blast furnace will both increase the throughput and reduce the cost structure. They have two of the best coke plants I have ever laid my eyes on, and we will be able to use the excess capacity to feed our own existing blast furnaces in the United States with in-house coke. We also buy a lot of the same things, refractory, rolling rolls, limestone, rail and truck freight, coal, and several more high-priced items. Our larger scale in these purchases generates substantial cost savings potential. All in all, our total synergy estimate is $120 million in annual cost savings or 5% of target revenue, which is a number consistent with the average of precedent similar transactions. We at Cliffs have already proven our ability to overachieve our synergy targets with our previous acquisitions, and that will continue with our ownership of Stelco. On the commercial side, we are excited to play a larger role in the spot market, and this operation is perfectly aligned for that. With Cliffs standalone primarily being a supplier of steel to the automotive sector, we really like the opportunity to diversify our customer base and end market exposure. This acquisition also improves our position as the largest flat rolled steel producer in North America and makes us even more of a one-stop shop for all ranges of customer needs. We have funded the acquisition with 86% cash and 14% stock, keeping leverage at a very manageable level of less than 2.5x, significantly less than our leverage for most of the past decade. Given where our shares have been trading recently, we wanted to minimize dilution of our shares, which while still fulfilling the desires of Stelco's major shareholders to capture further upside for the available investment. With low trading activity, Stelco was an incredibly undervalued company. At $2.5 billion enterprise value and a cost structure already lower than what a brand-new greenfield mill would provide us, the acquisition of Stelco is a no-brainer. When the opportunity became available, we had to pursue it. Before doing so, we first had to satisfy what we know as the most important closing condition, seeking approval and support from the union. Different from others that are learning through a very painful and very embarrassing death by a thousand cuts type of process, we at Cleveland-Cliffs know that a deal cannot be done without union support. The current success of Stelco is directly associated to their USW represented workforce, and they always have a seat at the table. These men and women will benefit from a dynamic, competitive, and larger steel maker that we're forming here. We are thrilled to further expand our amazing partnership with the USW into Canada, the province of Ontario, and the cities of Nanticoke and Hamilton. To the employees of Stelco, I want to say loud and clear, we know what you have gone through under previous ownership prior to CCAA, but we have a 10-year track record at Cleveland-Cliffs, and we're not going to disappoint you. Cliffs currently has a presence of about 1,000 employees in Ontario. It's scattered across eight different operating locations, and we are excited to add another 2,400 employees to our workforce. Our track record has been one of reinvestment and job creation, including expanding our Canadian tooling and stamping employment by 26% since our acquisition of AK Steel in March of 2020. We have already made several commitments in connection with this investment, including keeping the name and legacy, as well as the re-headquarters in Hamilton. We have committed to no layoffs and to maintaining a Canadian management team. We will continue the pace of investment that Stelco had already planned. Canada is a great place to do business, particularly in manufacturing, and we will not take our permission to operate for granted. To close this deal, Stelco will require shareholder approval, of which they have already achieved nearly half through voting support agreements with three of their largest shareholders. We will also require regulatory approvals in both the United States and Canada, particularly antitrust review. Due to the diversity of our products and limited overlap in both geography and end markets and markets served, we do not foresee any issues from this review. The industrial logic and strategic rationale for this transaction should be clear to everyone listening on today's call. As integrated steel makers, our shared capabilities will allow us to generate substantial cost synergies without any impact to union jobs. Everything happens for a reason. We have clearly been pursuing value-enhancing M&A for some time now, and we found in Stelco a great partner that has aligned interests with us. On behalf of Cleveland-Cliffs and our board of directors, I want to thank Alan Kestenbaum and the Stelco team for being an amazing counterpart in this transaction. We can't wait to welcome Stelco's workforce to the Cliffs team. With that, I'll turn it over to Kevin for Q&A. Thank you. We'll now be conducting your question and answer session. If you'd like to be placed in the question queue, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. Once again, that's star one to be placed in the question queue. Our first question today is coming from Lawson Winder from Bank of America. Your line is now live. Great. Thank you very much, operator. Congratulations, Lourenco and team, on a very intriguing transaction. I just I'll keep it brief. Just two questions. One is, have you had any legal opinion or view from Investment Canada on how they might view these assets in light of recent indications in terms of strategic metals and more intensive reviews? That'd be the first question. Yeah. Thanks, Lawson. Yes, we retained, as we saw in the press release, Canadian counsel and it's a law firm that we have experience working with. They are very competent, Blakes, and we have been working with them, and we see a very clear path and a very short and very objective process. Also, I initiated calls with the Canadian official at very high levels inside the federal government and the provincial level on the phone yesterday, late afternoon, the evening. We'll continue through the beginning of this week, including meetings in person. We're in good shape. We are covered by not only a legal opinion, but a legal strategy to get this thing done and done fast. Okay, fantastic. Do you have any color on the permanent financing for this? Like an idea of when, of how that might be done, whether through bonds or a term loan or a revolver or whatnot, and when you might come to market for something more permanent? Yeah. I'll have Celso answer that. Celso, go ahead. Yeah. Hey, Lawson. Thanks for the question. Yeah, what we're gonna do is obviously we have committed financing at this point from Wells Fargo and J.P. Morgan. When it comes time to do the take, the takeout financing, what we're gonna do is we're gonna put in place a combination of unsecured notes as well as a term loan and then we're gonna do a small draw on the ABL. We're gonna tap into various pockets of demand. You know, we expect the financing to be pretty straightforward from that standpoint. Pro forma liquidity given the ABL draw that we're contemplating is still you know north of CAD 3.5 billion. We have it well-designed, and we'll be looking to do the takeout financing at some point in the fall ahead of closing the transaction. You know, the reason we're doing the term loan and the ABL draw is because we wanna have a lot of pre-payable debt in the capital structure pro forma. This is gonna reprioritize you know, cash accumulation and debt reduction. Putting in place those instruments that are pre-payable with no penalty is gonna help us de-lever post-close. Okay. Thanks very much. If I could just fit in one more very quick question. Stelco has a 25% option on some iron ore assets owned by U.S. Steel. Is there any thought to what that could be valued at within this transaction? Thanks. That's all for me. Yeah, it has value, and it was part of the package that we acquired. Yes, we will, going forward as we close the deal, we'll have that optionality. Thank you. Next question today is coming from Carlos de Alba from Morgan Stanley. Your line is now live. Yeah, thank you very much. Good morning, Lourenco. Good morning. Continue with the leadership in consolidating the sector in the U.S. Congrats on that. Just adding to prior discussion, can you give us more details on the synergies expected, CAD 100 million. I mean, how much is potentially from lower costs, lower administrative expenses, lower selling expenses? Any details on what costs you think you can reduce, that'll be useful. Yeah. Oh, sure. Well, I appreciate the congratulations, Carlos. The synergies are, in our case, when we acquire companies, they never come from employment. That's one thing I would like to make abundantly clear. Of course, we're gonna cut jobs at the top. There's no need for a CFO. My dear friend, Paul Scherzer, the other day, I was joking with him, "Paul, you're a synergy." This type of things will happen. We're gonna, in this case specifically, we're gonna keep a Canadian management team, so other executives will be all in charge. They already mentioned to us that they would like to stay. We don't expect that we're going to be reducing too many people inside the office, the headquarters, because Stelco runs a pretty tight ship, and they're very lean. Just to put this off the table because I don't want people speculating that they are losing their jobs or anything like that, because that's probably not the case, more likely than not, well, except for a few specific case. The bulk of the synergies will be coming from big stuff. We see among the CAD 120 million, we see CAD 55 million from asset and CapEx optimization. We're gonna be using low cost coke from Stelco within our footprint. We're gonna be using HBI, our HBI, scrap, our scrap from FPT and iron ore. We also have iron ore ourselves from our mines at Lake Erie Works blast furnace and BOF. We'll be doing some optimization on material flows. We're expecting to put more production through Stelco in order to explore their favorable cost position, particularly related to the Canadian dollar against the U.S. dollar, the exchange rate. We also have another, let's call, CAD 35 million that we're expecting to get from procurement savings, and that's just pure purchasing negotiation. When you increase the size of your footprint, we can negotiate more favorable terms and contracts and prices and things like that. These will come as synergies. We're also anticipating another CAD 20 million coming from SG&A and other administrative functions. We are also anticipating another CAD 10 million coming from public company costs because, you know, we are not going to have duplication like we have today with two publicly traded companies. So that's the breakdown of the first bucket. That's CAD 120 million. There's a cost of CAD 30 million to achieve synergies, severance costs, contract termination fees, things like that. But overall, this is an exercise that we perfected after having done that so well, first with AK Steel and then with ArcelorMittal USA. So this number you can take to the bank, it will be achieved. CAD 120 million. Thank you, Lourenco, for the details. Look, not necessarily related to, or strictly related to, the announcement today, but you did mention that the average cost of your North American steel producers is $650. It didn't escape me that the current HRC prices is at that level or below. Is the company planning on maybe taking down some capacity temporarily to better balance the market? What is your views on steel prices in North America? That's a lot for a single question, and Be short as you want. Okay. Let me start from the beginning. The cost structure of the United States is higher than the cost structure of Canada for a series of reasons, but there's one that is undeniable, easy to see, is the relative value of the Canadian dollar against the US dollar. Stelco has 70% of their cost structure in Canadian dollars, and that's a good thing. Take this as the first thing, but it's not the only thing. They operate well, and they do a great job, and that helps. Others don't do as much, but here in the United States, in comparable companies. That's an advantage that we are going to inherit. On the other hand, we are going to continue to explore the benefits that we have in terms of giving them the possibility of further reduce their costs. We are going to really do what we do so well in terms of exploring our footprint by extending our ability, we call stretching the hot metal by using HBI. HBI will be a big benefit for Stelco in terms of increasing throughput, increasing production, and also to further reduce their CO₂ emissions, which, by the way, are very low, very close to ours. Much lower than others here in the United States, in Japan, in Europe, because they have some peculiarities there, particularly related to the coke ovens, that are very beneficial to have lower emissions. They have a cogeneration arrangement through the coke battery that at the end of the day collects CO₂ before CO₂ hits the atmosphere. We see so many positives. What else? It's in your catchall question that I did not address? Capacity. If we're taking down capacity? No. We're not taking down capacity. By the way, taking down capacity happens when the economy is in disarray, prices are low, and you have a footprint that's bigger than you need. Number one, we're buying this asset because we feel like this asset is needed, so there is no taking down capacity on that regard. Second, keep in mind, for the next few months, Cliffs will be operated as Cliffs, and Stelco will be operated as Stelco. I believe that by the time we close this deal in the Q4, the market will be completely different. This conversation about taking down capacity will not even be necessary. I'm not operating Stelco as of today. We still have a process to go through, and by the time we close, that will be short. It will not be like a one-year saga like other deals in this space. It will be a real M&A deal, done among professionals. It will be short, it will be objective. By the time we close, this conversation will no longer apply. All right. Thank you very much, Lourenco. Thank you. Thank you. Next question today is coming from Bill Peterson from JPMorgan. Your line is now live. Hi, good morning, and thanks for taking the questions. I guess maybe coming back to the Canadian authorities, and you mentioned you spoke to, you know, yesterday afternoon. Are you aware of any discussions the Stelco team may have already had with the authorities and any sort of, I guess, viewpoints that the authorities have shared? Yeah. Alan Kestenbaum has a very good relationship with the authorities. The authorities in Canada, Alan has always said to me that they are extremely accessible and always willing to cooperate and interact. Not that I don't have this here in the United States, I do. In Canada it's more, let's say it's more common. It's more, the availability is more, universal in the country of Canada and the province of Ontario. Yesterday, I could confirm that because our first conversations were extremely constructive. I know that that based on the body language in the call, that we are going to have a very objective and focused discussion to get things done there. It's all good on that front, Bill. Okay. Thanks, Lourenco. On the synergies, you kind of laid out some of the buckets, CAD 20 million SG&A, CAD 10 million in public costs, and then, you know, obviously more on the cost side. But can you discuss the linearity on how you achieve these synergies? Are these more back-end loaded? Just to try to kind of frame how these synergies flow through over the next year post-close. Yeah, each one is different, but like for example, the synergies on public company costs, that would be right away. As soon as we close, we get those. On the other hand, the synergies that are coming from the renewal of big purchasing contracts, they will come as every time we renew contracts. The good thing is that we are going through preparation for the negotiation of this contract. If we are lucky enough to close this deal, within the timeframe that we are anticipating or even faster, it will be even easier to get these things. All things considered, we believe that we are going to have on year one of the acquisition, all these things in place, and we're gonna be enjoying from year one. Thanks, Lourenco. Thank you. Thank you. As a reminder, that's star one to be placed into question queue. Our next question is coming from Alex Hacking from Citi. Your line is now live. Yeah, morning, Lourenco and team, and congrats on the transaction. On iron ore, would there be an additional synergy potential in 2028, you know, when you could potentially reduce third-party supply with your own supply? Thanks. Well, Alex, I appreciate your congratulations, Alex. 2028 is so far away. We are focused now on one, closing the deal. Two, operating at the best way that we can operate after we close the deal. Third, keep in mind, the third party supply arrangement currently in place is very low cost. It's very low cost. So it's hard to beat the great deal that Alan Kestenbaum was able to put in place with his supplier. We are going to be taking advantage of the contract that the supplier conceded to Stelco. That was one of the attractive points for me to go get Stelco. We know what we are doing, and 2028 is far away, but we have a plan, but it's too early to be talking about that. Okay, thanks. Makes sense. Second question, and I apologize if I missed this, but your net debt target, you know, less than 2.5x trailing twelve months EBITDA, any change to that, or is that still in place, post-transaction? Celso, take this one. Go ahead, Celso. Yeah, sure. No, that's still in place. Like I said before, you know, this reprioritizes debt reduction as our number one capital allocation priority. The pro forma balance sheet is gonna be very conservative. When you compare it to prior deals that we've done, this is actually the lowest amount of net leverage pro forma for any deal that we've done. We're starting off from a lower place, and we're gonna be prioritizing paying down debt just like we did in the prior deals. You may have seen this morning, Moody's already came out and had a nice write-up about the financing, and they see the transaction as a credit positive, which we obviously agree with. Thanks, Celso. Then just a quick third question, if I may, on the product mix, and I don't know, this may be very premature, but you know, Stelco sells a lot of hot rolls, right? Like three quarters of what they sell and not a lot of value add. You know, longer term, would you see an opportunity to you know, process more of that hot rolls either through you know, excess capacity in your own facilities in the U.S. or potentially by adding value add in at their facilities in Canada? Thanks. Yeah. Look, I understand what you're saying, and I can actually see why you are asking the question, but at the end of the day, Stelco has the highest EBITDA margin among all integrated steel companies in North America. That's a function of what they sell, what they produce, of course, and what they sell, and how they produce and their low costs, and it's working extremely well. I don't fix what's not broken. I have no intention to do what you just said. I will actually increase our throughput at Stelco, and with the increase, we'll see what you do. For what they have right now, we are not going to touch. I'm not going to change the way they do business. We are not going to try to reinvent the wheel, particular wheel that's working so well and is so rounded, so perfect right now. We will continue to do what they are doing. Okay, thanks. Makes sense. Best of luck. Thank you. Thank you. Next question is coming from Martin Englert, from Seaport Research Partners. Your line is now live. Hi. Good morning. Congratulations on the continued path of consolidation. I had a question on what's Stelco's coking coal capacity, how much excess capacity does that have? What does that look like on a pro forma basis once you start charging HBI in the blast furnaces and reducing the coking rates? Yeah. Thanks, Martin. Look, the current extra capacity that they have, excess capacity that they have, is something between 300,000-400,000 tons of coke, which you can absolutely put to good use at the other side of Lake Erie and in our mills here, in our integrated mills here at this side of the lakes. What's going to happen when we put HBI is that our coke rate will go down, so we're gonna have even more. Remember, HBI is pre-reduced iron, so for that portion of the burden, you don't need coke. We are going to have even more coke capacity after we start using HBI in the blast furnace of Lake Erie. That will be another big positive for us. It's all good on that. Okay. Thank you for that. Again, congratulations. Thanks a lot. Thank you. Our next question today is coming from Lucas Pipes from B. Riley. Your line is now live. Thank you very much, operator. Good morning, everyone, Lourenco Goncalves and team. Congratulations on the announcement. Thanks, Lucas. Lourenco, my first question is this transaction mutually exclusive with some others? There have been reports about finishing capacity that was on the market in the Midwest, would you be able to still look at that or would you want to digest this first? Thank you very much. Yeah. Lucas, first things first, look, that's why we never confirm and never deny the speculation on M&A, because I have no reason to feed conversation about stuff that we did not talk about. We don't control these things. We bought Stelco, or we are in the process of buying Stelco. We announced the acquisition of Stelco. We hope to be closing the Stelco deal in short order. That's our focus right now. We have another target that we're still very interested, and we will continue to pursue, probably at a different price level because the deal is not going anywhere, and the union continues not to support. President Biden is not going to let it go. President Trump is not going to let it go. Maybe a third president will allow, but we don't have a third candidate at this point, so it's not gonna happen. My plate is full right now, but my focus is all on Stelco and all in what we are doing right now. We are in great shape with the union. I have already started working with the USW in Canada. I can't wait to talk to the union workforce and the local presidents. That will happen today at 1:00 P.M. We are going to be replicating in Canada the great relationship that we have with the unions here in the United States. Keep in mind, without the union, there's no way you can have an M&A deal. With the union and with the workforce behind you can do a lot of things. That's very helpful. Thank you, Lourenco. In terms of the opportunity to play a larger role in the spot market, could you maybe comment on that, and then also if you could maybe briefly speak to the utilization rates at Lake Erie and Hamilton? Would appreciate any color you could share. Thank you. Yeah. Look, we are very excited. I tend to go where I like it and where I can make money. I think I have enough automotive. I don't need to grow automotive. I don't want to grow automotive. Actually, I at this point would not mind shrinking automotive a little bit because I think we have too many car manufacturers in America, too many copycats of Tesla trying to replicate Tesla's stock pricing and other things that Tesla have, but not exactly quality or delivery or performance. No. I'm done with automotive. I'm growing other things. I'm growing in grain-oriented electrical steels for transformers. I'm growing in the spot market, and Stelco fits perfectly on that. We are going where opportunities are. That's how I operate my business. What else I'm missing in your question? Thank you. Did I miss any point that you'd like to? Utilization rates. Utilization rates. Well, when we start to use HBI in blast furnace, in a blast furnace of Lake Erie, we are going to increase throughput. Utilization rate will be the same, but we're going to be producing more. It will be more productive because we're going to be transforming more of iron units into steel. I don't know how this will translate, but we're going to be producing more in Canada, that's for sure. On the finishing capacity in Hamilton. We have enough to produce more hot-rolled coil there, so we'll probably be producing more there. If the market cannot absorb, we'll see, but at this point I don't think that that's a problem. We have others that are actually hurting badly and they should be shutting down capacity if they feel like. Would slabs go to Hamilton or is that unlikely? No, it's not gonna happen. from this operating. Yeah. Hamilton is finishing only its coke making and finishing. No slabs there. There are no hot strip mill there, Lucas. Got it. Thank you very much, Lourenco. I appreciate it, and best of luck. Thank you so much. Thank you. We've reached the end of our question and answer session. I'd like to turn the floor back over for any further closing comments. Thank you very much for joining us on short notice. Please don't get distracted against premium that we paid, because, look, Stelco was completely undervalued in the marketplace. We are trading at 2-2.5x EBITDA. It's absurd. Completely absurd. We're able to pay a huge premium in comparison with the price that the stock was being traded, not because we overpaid, because we paid 4.8x the EBITDA. That's not a big, by any stretch, a big multiple, but because investors are not seeing the value. We saw the value, we seized the opportunity. That's how we operate. There's more to come, and things are still very much in play on the rest of the M&A space. Nothing that we did changed our resolve to continue to consolidate the American steel industry. On the other hand, we are doing this from a position of strength. We haven't announced Q2 results yet, but it's a good quarter. We generated cash flow. We are in great shape in terms of our results and in terms of our cash flow, and cash flow matters when prices are low. Keep in mind, prices will not stay low forever. Prices will rebound. This is a cyclical business. One more time, Cleveland-Cliffs is buying a fantastic company at the bottom of the market just because we understand the cyclicality of this business. Keep this in mind. If you are an investor, you should invest. It's a good thing to buy low and sell high. Others do the opposite. That's bad stuff. Thank you very much and have a great week. Bye now. Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.