Steel Mills

Fate of U.S. Steel hangs in the balance
Written by Laura Miller
March 25, 2025
The future of U.S. Steel remains unclear, but the proxy fight for control of the company is heating up.
It’s been more than a year since the nearly $ 15-billion merger with Nippon Steel was first announced in December 2023. The deal has faced opposition from the union, competitors, politicians, the government, and even shareholders.
We’ve all been waiting for a definitive decision on the fate of the iconic American steelmaker. Well, the finish line is nearing and we should know within the next two months (unless there are more delays, of course). But, which finish line will we be crossing?
USS annual meeting
On Monday, United States Steel Corp. announced the date of its 2025 annual meeting, where shareholders will cast their votes on the company’s future.
At the meeting, slated for May 6, investors will select the company’s next board of directors. They’ll choose between the 10 director nominees chosen by the current board of directors or the nine directors proposed by activist investor Ancora Holdings Group.
Choosing the Ancora slate would also oust David Burritt from his current position as president and CEO of U.S. Steel and install former Stelco CEO Alan Kestenbaum as the company’s new leader.
The top institutional holders of U.S. Steel stock, and thus those with the most votes, are Blackrock (10%), Vanguard Group (9%), and Pentwater Capital Management (9%).
Ancora’s stake in the Pittsburgh-based steelmaker is less than 0.2%.
The firm had requested that U.S. Steel push its annual meeting to later this year after a court ruling so investors could make a more informed decision.
Ancora plan
Ancora’s plan, as outlined in its proxy statement, is to restore U.S. Steel’s most iconic assets, improve the operational assets, and provide job security for the company’s unionized workforce.
This includes “the potential exploration of all options for the company’s domestic non-union assets and non-core assets.” That would include the non-unionized Big River Steel operations in Arkansas.
By using monies from a sale of the assets, as well as a merger termination fee paid by Nippon and existing cash and credit, U.S. Steel could avoid “the need for any investment, foreign or otherwise,” according to Ancora.
With these funds, Ancora believes a streamlined U.S. Steel could restore its legacy assets. It could invest $500 million to rebuild and restart the #14 blast furnace at Gary Works in Indiana, up to $1.5 billion to construct a new hot-strip mill at Mon Valley Works in Pennsylvania, and $300 million to reopen Granite City’s iron production in Illinois.
The plan is in stark contrast to the path U.S. Steel has been on, in which it has shifted its focus from its integrated steelmaking facilities in the northern US to the Big River mini-mill assets in the South.
USW continues fight
Meanwhile, the United Steelworkers (USW) union says it will continue fighting against the Nippon/USS deal.
USW International President David McCall and District 7 Director Mike Millsap said in a letter on Friday that the union’s only concern is the long-term viability of the plants in which its members work.
While the union recognizes Nippon’s promises to invest in the acquired USS facilities, it remains opposed to the deal. Nippon would still have the right to cancel the investments, “including if we decide together to strike at contract expiration on Sept. 1, 2026, or if the company locks us out,” Friday’s letter said.
The letter also revealed the union is reviewing Ancora’s challenge of U.S. Steel management with its new slate of board directors.
Without explicitly supporting Ancora’s proposal, the union noted the asset manager’s plans to sell off the Big River EAF assets, “which are and have been a threat to our facilities from day one.”
Additionally, Ancora’s proposed investments in unionized facilities are much more likely to be supported by the USW.
“We will continue to carefully scrutinize every aspect of Ancora’s plan,” the union said.
Nippon update
While the union fights against the deal, Nippon Steel is still fighting for it. Talks with the Trump administration are ongoing.
“In my opinion, the US government and we are moving closer to a mutual understanding that our acquisition of U.S. Steel will help strengthen the US steel industry and manufacturing through investment, including equity participation,” Nippon Steel President Tadashi Imai said on Monday, according to a Reuters report.
Last week, the Trump administration requested an extension in the lawsuit brought by USS and Nippon, signaling it could potentially reach an investment agreement with the companies outside the court system.
While Trump loudly opposed the USS-Nippon merger when pandering for votes last year, the president’s opinion may now be shifting. The deal may not go through as originally envisioned, but Imai said it could be the foundation for what comes next. Allowing some sort of deal to go through would help the president achieve some of the goals of his America First policies, including restoring the American manufacturing sector and attracting foreign investment in the US.

Laura Miller
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