Nippon/USS finalize 'partnership,' including US government 'Golden Share'

President Trump approved the ~$14-billion deal last Friday, June 13.

“Together, Nippon Steel and U.S. Steel will be a world-leading steelmaker, with best-in-class technologies and manufacturing capabilities,” the companies said in a joint statement on Wednesday.

“The partnership will protect and create more than 100,000 jobs through unprecedented massive investments in steelmaking in the United States that will be unleashed across U.S. Steel’s footprints, including in Pennsylvania, Indiana, Arkansas, Minnesota, and Alabama,” the companies added.

U.S. Steel will retain its name and headquarters in Pittsburgh, and it will continue to be “Mined, Melted, and Made in America for generations to come.”

With the inclusion of USS, Nippon Steel Group’s “annual crude steel production capacity is expected to reach 86 million tons.” This puts it closer to its goal of 100 million tons of global crude steel production capacity.

Terms of the deal

The companies said they have now completed the transaction as “contemplated by their merger agreement.”

Additionally, they have also entered into a National Security Agreement (NSA) with the US government, to which U.S. Steel will issue a “Golden Share.”

With the NSA, the companies have agreed to certain measures to protect US national security. Some of those commitments include:

• Nippon Steel will make ~$11 billion in new investments in U.S. Steel by 2028. This includes an “initial investment in a greenfield project that will be completed after 2028.” (There have been reports Nippon could invest up to $4 billion to build a new US mill.);
• USS will remain a “US-incorporated entity,” and the headquarters will stay in Pittsburgh;
• A majority of U.S. Steel’s board will be US citizens;
• “Key management personnel” of USS, including the CEO, will be US citizens;
• U.S. Steel “will maintain capacity to produce and supply steel from its US production locations” to meet domestic market demand; and
• Nippon “will not prevent, prohibit, or otherwise interfere with U.S. Steel’s ability to pursue trade action under US law.”

Government rights with ‘Golden Share’ and NSA

Among the US government’s rights under the “Golden Share” and NSA is the right to appoint one independent director.

Also, the president of the US, or his designee, has “consent rights” on specific matters. These include:

• “Reductions in the committed capital investments under the NSA;
• Changing U.S. Steel’s name and headquarters;
• Redomiciling U.S. Steel outside of the United States;
• Transfer of production or jobs outside of the United States;
• Material acquisitions of competing businesses in the United States; and
• Certain decisions on closure or idling of U.S. Steel’s existing US manufacturing facilities, trade, labor, and sourcing outside of the United States.”

The companies said the framework will allow Nippon “to secure management flexibility and profitability at U.S. Steel while protecting US national security.”

Nippon, USS executives respond

Eiji Hashimoto, Nippon’s representative director, chairman, and CEO, applauded the deal.

“I am very pleased that the partnership between Nippon Steel and U.S. Steel has been realized thanks to President Trump’s historic and visionary decision,” he said in the statement.

“Building on our investment, the transfer of our advanced technologies, and the unwavering efforts of management and the employees of both companies, Nippon Steel is committed, together with U.S. Steel, to solidifying its position as the world’s leading steelmaker,” he added.

Likewise, Takahiro Mori, Nippon Steel’s representative director and vice chairman, who will also serve as USS chairman, cheered the closing.

“I am delighted that we have made this day a reality. We share President Trump’s commitment to protect the future of the American steel industry, American workers, and American national security, and we look forward to building a stronger and brighter future for U.S. Steel,” he said.

Finally, USS CEO David Burritt looked forward to the company’s future with Nippon.

“U.S. Steel will remain rooted in the United States and continue to call Pittsburgh home,” he said. “Through our partnership with Nippon Steel, we are poised to grow better and bigger, with transformative investment, cutting-edge technology, and the creation of good-paying jobs across the United States.”

On Wednesday, following the closing of the transaction, Burritt confirmed “building a brand new greenfield steel mill” was part of the deal. This was delivered in remarks at the Global Steel Dynamics Forum in New York, organized by World Steel Dynamics and the Association for Iron and Steel Technology.

USS declined to comment further on record.

USW vows to stay vigilant

An opponent of the deal from the outset, USW International President David McCall said the union will continue to hold Nippon to its commitments, especially with a contract to renew in 2026.

“Our current agreement expires in September 2026, and rest assured, if our job security, pensions, retiree health care, or other hard-earned benefits are threatened, we are ready to respond with the full strength and solidarity of our membership,” he said in a letter on Wednesday, after the deal was finalized.

He noted that the USW “will continue watching, holding Nippon to its commitments. And we will use the most powerful tool workers have against global corporations: collective bargaining.”

Commenting on the “Golden Share,” McCall said it gives President Trump “a startling degree of personal power over a corporation.”