Proposed acquisition of U.S. Steel by Nippon Steel

[2] Under the terms of the deal, U.S. Steel would become a wholly owned subsidiary of NSC but retain its name and headquarters in Pittsburgh, Pennsylvania; the Japanese steelmaker also pledged to honor existing agreements with the United Steelworkers (USW) trade union.[7] Critics, including the White House, bipartisan lawmakers, and the USW, raised concerns about workers, supply chains, and national security.[33] The agreement included a clause requiring NSC to pay U.S. Steel a breakup fee of $565 million in the event that regulators block the acquisition.On January 11, 2024, Bloomberg News reported that unnamed insiders expect the dealmaking process to extend into late 2024 or 2025 as a result of regulatory scrutiny.[44] On December 21, 2023, Lael Brainard, the director of the National Economic Council at the White House, indicated that President Joe Biden believes the proposed acquisition should be scrutinized.Brainard stated that Biden believes that the acquisition of an "iconic American-owned company by a foreign entity — even one from a close ally — appears to deserve serious scrutiny", citing potential national security and supply chain resiliency concerns.[9] CFIUS has the power to approve, block, or amend the deal on national security grounds, as well as the ability to give President Biden final decision-making authority.During a state visit to the U.S., Japanese Prime Minister Fumio Kishida expressed hope that discussions would "unfold in directions that would be positive for both sides".Senators JD Vance of Ohio, Josh Hawley of Missouri, and Marco Rubio of Florida indicated their opposition in a letter addressed to Secretary of the Treasury Janet Yellen.[50] Retiring Democratic senator Joe Manchin from West Virginia also attacked the sale to NSC, echoing the three Republicans' national security concerns.[10] In April 2024, Brown further pressed the White House to review Nippon Steel's ties to China; the Japanese steelmaker responded that its Chinese operations represented less than 5% of its total capacity.[51] In January 2024, both parties to the transaction hired noted lobbyists to help navigate scrutiny of the proposed acquisition: Nippon Steel enlisted Akin Gump Strauss Hauer & Feld (Akin Gump), including former Representatives Ileana Ros-Lehtinen (R-FL) and Filemon Vela Jr. (D-TX), while U.S. Steel hired K&L Gates and Hogan Lovells, including former Senator Norm Coleman (R-MN).Research fellow Joel Griffith of the Thomas A. Roe Institute for economic policy studies at The Heritage Foundation, a prominent conservative think tank, argued that Nippon Steel's purchase of the long-declining and "shrunken" U.S. Steel would give the "former behemoth with an infusion of cash, technology, and vision" and concluded that "[b]locking this acquisition will result in losses to shareholders, workers, and our economy.
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Nippon SteelU.S. SteelAll-cashJoe BidenNippon Steel CorporationUnited States Steel Corporationwholly owned subsidiaryPittsburghPennsylvaniaUnited Steelworkerstrade unioneconomic partner and investorBiden AdministrationDonald TrumpU.S. Department of JusticeCommittee on Foreign Investment in the United StatesCleveland-CliffsSteel crisisJ. P. MorganCarnegie Steelinitial public offeringDow Jones Industrial AverageNew York Stock ExchangeDow Jonesbidding warcollective bargaining agreementdue diligenceToyotaGeneral MotorsCharlotte, North CarolinaArcelorMittalStelcobreakup feeCitigroupRopes & GrayGoldman SachsEvercoreBarclaysWachtell, Lipton, Rosen & Katzearnings callDavid BurrittBloomberg NewsEiji HashimotoNovember 2024 U.S. presidential electionEuropean Unionexclusivity agreementLael BrainardNational Economic CouncilWhite Houseclose allySecretary of the TreasuryFumio KishidaShigeru IshibaDemocraticRepublicanJD VanceJosh HawleyMarco RubioJanet YellenSherrod BrownJohn FettermanJoe ManchinAkin Gump Strauss Hauer & FeldIleana Ros-LehtinenFilemon Vela Jr.K&L GatesHogan LovellsNorm ColemanWashington, D.C.think tanksThe Heritage FoundationCato InstituteAmerican Enterprise InstituteHudson InstituteCouncil on Foreign RelationsThe New York TimesReutersThe Wall Street JournalCoppabella coal mineEssar Bhander Power PlantHail Creek coal mineKimitsu Steel WorksYahata Steel WorksFuji Iron & SteelLibrex Computer SystemsSumitomo Metal IndustriesManufacturing in JapanBuckling-restrained braceNippon Steel Yawata SC