CLEVELAND-CLIFFS INC. — Merger & Acquisition 2021

Mar 23, 2021

CORRESP 1 filename1.htm html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

March 23, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re: Cleveland-Cliffs Inc.

Registration Statement on Form S-4 (Registration No. 333-254251)

Ladies and Gentlemen:

On behalf of Cleveland-Cliffs Inc. (“ Cliffs ”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-4 (File No. 333-254251) of Cliffs and the subsidiary co-registrants named therein be declared effective at 9:00 a.m. on Thursday, March 25, 2021, or as soon thereafter as practicable. Cliffs respectfully requests that you notify Michael J. Solecki of such effectiveness by a telephone call to (216) 586-7103.

Please contact Michael J. Solecki of Jones Day at (216) 586-7103 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

CLEVELAND-CLIFFS INC.

By: /s/ James D. Graham

Name: James D. Graham

Title: Executive Vice President, Chief Legal Officer & Secretary

cc: Michael J. Solecki, Esq.