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US poised to get golden share in US Steel-Nippon Steel deal

Joe Deaux and Josh Wingrove, Bloomberg News on

Published in News & Features

The U.S. government is poised to receive a so-called golden share in United States Steel Corp. as a condition for approving Nippon Steel Corp.’s proposed acquisition of the American company.

The plan, which would give the government de facto veto rights on certain company decisions, is part of ongoing talks between authorities and the companies, according to people familiar with the matter. On Friday, President Donald Trump announced a “partnership” that included $14 billion in new investments.

Still unclear are the scope of such veto powers and what the administration has decided regarding the existing $14.1 billion merger agreement. The deal put forward to the Committee on Foreign Investment in the U.S. (CFIUS) and to the President included the original $55-per-share acquisition in addition to the further $14 billion investment, two people familiar with the matter said.

The golden-share powers — reported earlier by Nikkei — are set to be included as part of the national security agreement that’s typically drawn up to reflect conditional CFIUS approvals, some of the people said, asking not to be identified as talks continue. It’s not clear whether the powers would amount to an equity stake or simply mitigation powers.

It’s the latest twist in a proposed deal that’s remained in limbo for nearly a year and a half. Trump intends to hold a rally in Pittsburgh Friday to tout the deal as a victory for his tariffs and American workers, although people familiar said all parties are still hashing out details.

The administration hopes to have a deal largely nailed down by the time of Friday’s event, an administration official familiar with the thinking said. Another official said details will be announced at the appropriate time. Both spoke on condition of anonymity.

A White House spokesman declined to detail the matter. “The President looks forward to returning to Pittsburgh, Pennsylvania on Friday to celebrate American Steel and American Jobs,” spokesman Kush Desai said.

Sen. Dave McCormick, a Pennsylvania Republican and Trump ally, confirmed some of the details to CNBC in an interview aired Tuesday, including $2.4 billion to be invested in the Mon Valley plant. He cast the arrangement as essentially a done deal, as Trump’s announcement last week did, though the White House has so far stopped short of explicitly committing publicly to approving the sale through CFIUS.

“The control structure is going to be somewhat unique,” McCormick said. “It’ll be a U.S. CEO, a U.S. majority board, and then there’ll be a golden share, which will essentially require U.S. government approval of a number of the board members, and that’ll allow the United States to ensure production levels aren’t cut and things like that.”

Nippon Steel had pressed to seal the deal that would give it full control, even as Trump publicly said U.S. Steel should never be foreign owned. McCormick acknowledged that Nippon Steel would have board members and that U.S. Steel would “be part of their overall corporate structure.” The arrangement, which was proposed by the Japanese firm, allows the U.S. to “essentially have our cake and eat it too,” the senator said.

 

Both companies declined to comment, as did the the Treasury Department.

Even with a deal, procedurally Trump would have to overturn former President Joe Biden’s decision to block the merger on national security grounds. Details remain sparse, with investors still unclear how an additional $14 billion investment would be allocated.

“The rhetoric around a ‘golden share’ sounds flashy, but what’s likely on the table is a traditional CFIUS agreement that gives the government approval rights over actions like off-shoring or shutting down production lines,” said Jim Secreto, former counselor for investment security at the Treasury Department under the Biden administration.

Included in the plan submitted to CFIUS was a breakdown of investments in different states and plants, as well as construction of a new mill that as of now has no designated location, according to one of the people familiar with the proposal.

Trump’s social media post Friday offered U.S. Steel shareholders the most positive news since the firm announced in December 2023 that it would sell itself to Nippon Steel in an all-cash $55-per-share deal.

Shares closed at the highest price in 14 years on Friday after Trump’s post. They rose 2% to $53.04 on Tuesday.

Of the $14 billion mentioned by Trump, Nippon would invest about $11 billion by 2028. Of those new investments would be more than $2 billion to rehabilitate the Mon Valley plant, $200 million for a new research and development center and $3.1 billion in U.S. Steel’s largest facility in Gary, Indiana, according to a person familiar with the plan.

Nippon would inject another $3 billion at Big River Steel in Arkansas, which just underwent a doubling of capacity. Part of the Arkansas plan would be to create capacity for electrical steel production that would bolster power grids around the U.S., the person said. The company would spend $800 million to boost production in Minnesota iron ore mines and $500 million in Alabama to boost tubular production for oil and gas customers.

(Adds further comment from Senator McCormick in 10th paragraph)


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