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The biggest steel story of the decade broke over a lazy summer Sunday in August 2023 – US Steel, the legacy steel producer that was synonymous with American steelmaking for decades, announced it had received “multiple unsolicited proposals” for the acquisition of its assets, and that the Pittsburgh-based steelmaker had started a “strategic review” of its options

January 8, 2024

By the Fastmarkets team, Rijuta Dey Bera, and Alesha Alkaff

The saga ended on December 18, with Japan’s Nippon Steel Corporation (NSC) emerging as the successful suitor for US Steel, acquiring the iconic steelmaker in an all-cash buy of $14.1 billion, plus the assumption of $800 million in debt. 

The steep premium that Nippon Steel has paid for the 123-year-old company raised many eyebrows, but it underlines the faith foreign investors have in steel demand that is expected to be generated from government legislation, including the Inflation Reduction Act (IRA) and the CHIPS and Science Act (CHIPS Act).

Nippon Steel’s investment is an example of attracting foreign investment that will rejuvenate American manufacturing, instead of offshoring it, some market participants noted.

For example, Fitch Ratings has placed US Steel’s long-term issuer default rating (IDR), senior unsecured and secured ratings on “Rating Watch Positive,” reflecting the “meaningful increase in size and earnings of the combined entity following the expected close of the acquisition of US Steel by Nippon Steel Corporation.”

“NSC’s annual steel capacity of roughly 73 million tons represents more than triple US Steel’s annual capacity of roughly 23 million tons pro forma, [with] Big River 2 coming online in 2024 and the indefinite idling of Granite City Works,” Fitch Ratings said in a report on December 21.

The Nippon-US Steel deal could birth one of the world’s largest steel companies outside of China and may result in increased competition in the global steel market, Miriam Falk, senior steel analyst at Fastmarkets, said. 

However, politicians from both sides of the aisle have expressed outrage at the thought of an all-American corporation being sold off to foreign interests, and even the Biden administration has pledged “serious scrutiny” of the tentative $14.9 billion takeover, according to a statement released on December 21 by National Economic Advisor Lael Brainard.

US Steel said in a statement sent to Fastmarkets on December 22 that it notified the administration on the day the acquisition was announced that it would voluntarily file for review. 

“Japan is an important ally to the United States, and NSC currently operates multiple steel facilities across the USA,” the statement said. “NSC is a respected and trusted company that has made substantial commitments to support US Steel’s United Steelworkers-represented employees and non-represented employees, communities and customers. This will strengthen the American steel industry, American jobs, America’s national security and America’s supply chain security.”

Reuben Guttman, partner at Guttman, Buschner & Brooks PLLC told Fastmarkets that the backlash was expected.

“Remember that US Steel is synonymous with American manufacturing,” Guttman said. “It was formed…when JP Morgan merged Carnegie Steel with Federal and National Steel. So, in a sense, the optics are selling the child of Andrew Carnegie to a foreign company. It’s not just a deal; there is emotion attached to it.”

Other market participants, however, view the takeover as just a change in ownership.

“For as big of a transaction as this was, it could not be more ‘blah’ in my opinion,” a distributor said. “There is no consolidation, and most people, including my thoughts, are that Nippon will not make any major changes.  So, it is just business as usual.”

Consolidation in the American steel industry

Consolidation in the steel industry is likely to ramp up in the near term, while integrated mills increase efficiency and technologically advance, allowing for higher productivity and capital to acquire more companies, Samir Kapadia, managing principal and head of trade at The Vogel Group, a bipartisan government affairs and consulting firm based in Washington DC, told Fastmarkets.

“That’s certainly going to be [more consolidation] in the near-to-mid-future because of the investments going into the industry,” Kapadia said. “Once those investments convert to productive operations, you’ll see more dry powder and impetus from steelmakers to acquire more market share.” 

Now, after this historical sale, the US is down to just three American-owned major steelmakers: Nucor, Cleveland-Cliffs, and Steel Dynamics, Inc. 

Consolidation and antitrust

The idea of consolidation raises questions about antitrust, which is concerned with monopolization and concerted activity that substantially affects competition, according to international trade organization the World Steel Association. 

Reuben Guttman told Fastmarkets that the deal “absolutely could raise antitrust concerns.”

“The optics of a foreign entity controlling domestic production raises major political red flags. There is great incentive to tug at any thread that can block this deal,” Guttman said.

The Nippon-US Steel acquisition is expected to make the domestic steel market more competitive, and the deal should not raise the same potential antitrust regulatory flags as if US Steel was acquired by another domestic producer, Christopher Macchiaroli, partner at Silverman Thompson, told Fastmarkets.

“While certain members of Congress from steel producing areas may raise concerns and inquire as to the status of antitrust review by relevant government agencies, I do not believe that will get much traction in the long run,” Macchiaroli said.

Before the Nippon Steel announcement, rival domestic producer Cleveland-Cliffs was believed to the frontrunner in the race to acquire US Steel; had that deal gone through, it would evoke scrutiny from the Federal Trade Commission and the Department of Justice, sources had previously told Fastmarkets.

Impact on steel pricing 

When Cleveland-Cliffs revealed that it was vying for US Steel in August, several market participants said that it would lead to increased prices across multiple steel markets. 

In November, an automotive industry group lodged its opposition to Cleveland-Cliffs acquiring US Steel, citing increased costs and an overall negative impact on the US auto market.

The detractors expressed concerns that the Cleveland-Cliffs-US Steel merger would concentrate 100% of the country’s integrated steel production under one entity, which could result in consolidation of both operations and jobs, as well as putting the ownership of nearly all US iron ore mining and processing facilities into one company’s hands.

Some steel sources correlate steep and frequent mill hikes with the fact that there are only a handful of major domestic producers in the US.

“Before, even when mills would push through price hikes, it would be in the range of $20-40 per ton at one go,” a second distributor said. 

Between October and December, domestic steelmakers pushed through multiple $100-per-ton price hikes, starting with setting the hot-rolled coil base price at $800 per short ton ($40 per cwt) on October 19 and taking it all the way to $1,100 per ton on December 6.

Consolidation’s impact on steel pricing hinges on multiple factors, including the “strategies and pricing policies adopted by the merged entity, evolving supply and demand dynamics, and global economic conditions,” according to Falk. 

Increased competitiveness could either stabilize prices through improved supply chain management or lead to more assertive pricing strategies and innovative product offerings, which would impact other domestic steel producers, Falk said.

Kapadia also stressed that steel prices are impacted by a multitude of market conditions, and not solely market consolidation. 

“Any market consolidation will increase bargaining power for the mills, which might play a role into increased prices,” Kapadia said.

This could be seen in the change in pricing environment when Cleveland-Cliffs itself went from being a raw materials supplier to being the largest flat-rolled steelmaker in the US after it purchased AK Steel for 1.1 billion and ArcelorMittal USA and its subsidiaries for around $1.4 billion, both in 2020.

These deals came about during a period when steel prices had plunged globally while the Covid-19 pandemic spread, oil prices collapsed and North American automakers halted production. 

Fastmarkets’ daily steel hot-rolled coil index, fob mill US Midwest had fallen to a low of $21.89 per cwt ($437.80 per short ton) on April 30, 2020, the lowest point in more than four years, since they were assessed at $21.50 per cwt in late March 2016.

Soon after, hot-rolled coil prices started rising dramatically due to steel shortages, setting new records every week, and ultimately reaching $98.25 per cwt on September 20 and September 27 in 2021, the highest level since Fastmarkets began pricing this market in 1960.

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Source: https://www.fastmarkets.com/insights/what-the-sale-of-us-steel-augurs-for-the-american-steel-industry/

US Steel (USS) must name its potential buyers, Cleveland-Cliffs said in a filing with the US Securities and Exchange Commission (SEC) on Tuesday August 22, escalating a very public disagreement between the two integrated steelmakers.

In a letter addressed to US Steel’s president and chief executive officer David B Burritt, Cliffs chairman, president and chief executive officer Lourenco Goncalves called for the Pittsburgh-based steelmaker to disclose who Cliffs’ bidding competitors are.

“USS must immediately either a provide Cliffs and the USW with the required notice of all proposals that have already been received or… if USS has not in fact received any proposals, correct its prior public statements and acknowledge that no such proposals have in fact been received,” Goncalves wrote.

Also copied on the letter were Duane Holloway, who serves as senior vice president, general counsel, and chief ethics and compliance officer at US Steel, and Thomas Conway, international president of the United Steelworkers union (USW).

Mixed industry sentiment

Industry participants had mixed views about the impact of Cleveland-Cliffs buying out US Steel, either in parts or as a whole.

“Will the government allow only three steel companies?” a producer asked, noting that “it is very difficult to buy a publicly traded company if they do not want to be bought.”

The producer source also noted that the legacy of US Steel stretches back into the nation’s steelmaking history.

“US Steel is not just Big River Steel – it has Mon Valley, Gary Works, etc – these are huge legacy sites,” the producer said.

“There will be antitrust issues if Cliffs buys US Steel because the new entity would control 80% of the auto steel supply,” a steel distributor said, echoing fears about a super-concentration of automotive-grade steel supply and whether auto original equipment manufacturers would allow that to happen.

The potential deal has “too many monopolistic factors… I have a feeling the regulatory hurdles are going to be a lot more complex and time-consuming than Goncalves said in his release,” a second distributor said, adding: “I would imagine [Goncalves] would indeed drive the [flat-rolled steel] pricing up.”

Others in the industry cheered the potential for greater synergies and efficiency between the last two integrated behemoths.

There are idled capacities under both Cliffs and US Steel; after the acquisition, they may shut down some of the old mills

“There are idled capacities under both Cliffs and US Steel; after the acquisition, they may shut down some of the old mills,” a trader said. “There will be more consolidation in the flat-rolled side.”

The deal could result in “more discipline; it will stabilize the prices, and then it will go up,” the trader continued. “The United States has a capacity-utilization problem; they are running inefficient mills. Demand is good, so when they streamline the mills, it will be good for the industry overall.”

And according to Cleveland-Cliffs, the acquisition of US Steel would create $500 million in operating synergies.

A second trader said that “Cliffs makes the most sense, as it has the most synergies to offer.”

Sources also indicated that ArcelorMittal might be interested in re-entering the US steel market after selling the bulk of its assets in the country to Cliffs in 2020.

“ArcelorMittal will want to get back into the US market because they had sold off their assets and now their presence is only in Calvert,” the second trader said, referring to AM/NS Calvert, an Alabama-based flat-roll mill and processing plant jointly owned with Nippon Steel.

ArcelorMittal’s “return to the Midwest would make the most sense for the industry,” the second distributor said.

The second trader said he hoped that “US Steel is sold as a whole, though, not for parts,” adding: “I cannot imagine someone bidding for the smaller assets; Big River Steel is the prized possession; ArcelorMittal will want that technology, so will Cliffs.”

Potential antitrust hurdles

This potential acquisition – which would create the largest steelmaker in the country and catapult Cleveland-Cliffs to become the 10th largest in the world – will likely stoke antitrust concerns that generally involve the interest of two US agencies: the Federal Trade Commission (FTC) and the Department of Justice (DOJ).

“There are two organizations in the US that would potentially be concerned about some kind of monopoly power in an industry: the FTC and the DOJ,” Tom Dunlap, managing partner at Dunlap, Bennett & Ludwig, told Fastmarkets on August 22. Both agencies are likely to play a big role in the negotiations if discussions move forward, sources said.

“There’s no way DOJ sleeps on this,” Christopher Macchiaroli, partner at Silverman Thomspon, told Fastmarkets on August 22. “The DOJ is going to be involved and will try to stop the merger if there’s any agreement. There is no doubt in my mind that that will happen. This is on their radar now, and they’re just waiting to see if there’s any kind of agreement to be had, but there’s no way that DOJ does not intervene and try to stop it.”

“The FTC is going to weigh in; and if it moves forward, it’s going to be a negotiated resolution,” Reuben Guttman, partner at Guttman, Buschner & Brooks PLLC, told Fastmarkets on Monday August 21. “The union is going to be significant in addressing any antitrust issues that the FTC may have.”

To circumvent US antitrust regulations, it is possible that US Steel’s business segments would be broken up and sold in parts, the sources said.

“It’s possible that the regulators are going to require that certain components of [US Steel] be spun off,” Guttman said.

Dunlap echoed this sentiment, saying “it is absolutely possible” for Cleveland-Cliffs to circumvent antitrust regulations by splitting US Steel up.

“It’s also possible that they do it in conjunction after talking to the government, or they’re already planning to do it just to avoid any antitrust questions; that could all be happening in the background,” he said.

“The union is going to weigh in on that,” Guttman said, citing concerns about whether “they are spun off to entities that are not going to honor the union agreements or it’s going to impact the union agreement adversely… It’s going to require bargaining over whether the union agreement still exists.”

Macchiaroli, however, said that he does not see this merger being approved even if US Steel was split up.

“I see this more as the regulator not approving the merger, even under breaking it [USS] up,” Macchiaroli said. “I also don’t see [US Steel] wanting to break it up to go forward with it either.”

A ‘three-way negotiation’ with USS, Cliffs and USW

The fact that Goncalves has the support of the US Steel’s labor union might tip the odds in his favor, several market watchers said.

“For whatever reason, the United Steelworkers believes that a Cleveland-Cliffs suitor is a more union-friendly suitor, and that makes that makes all the difference in the world,” Guttman said.

On August 3, the union affirmed in a letter – that was later shared by Cleveland-Cliffs –that it supported the proposed acquisition, would not exercise its right of a counteroffer and would not endorse anyone other than Cleveland-Cliffs for such a transaction. Highlighting the importance of the union in the negotiations between US Steel and Cliffs, Guttman – who specializes in labor issues – said that he anticipates a “three-way negotiation” with regards to antitrust implications.

“[The workers] have the ability to say: ‘We like this management, we like this deal, we’ll go along with it,’” Macchiaroli said.

But Cliffs’ letter to US Steel, which was included in an 8-K filing with the SEC on August 22, came after USS published a letter earlier on Tuesday noting that its existing basic labor agreement “does not grant the USW, or any party it assigns its rights to, the right to prevent a potential transaction – with any party – that our board decides is in the best interest of our stockholders.”

That letter, which was addressed “Dear Colleague,” concluded by saying: “Please continue to focus on what you can control. Together, we are building our Best for All future.”

Macchiaroli agreed that “technically, the union can’t legally have rights and block something, but they can all be 100% involved in the acquisition.”

“The union are still the people that actually vote; they still ultimately have the power because they’re showing up for jobs,” he said. “They are making sure things are productive. If you keep them happy, business runs and you’re not going to have any interruptions.”

The fact that the union’s preference regarding a once-in-a-lifetime deal has received so much consideration exemplifies the “resurgence of labor” in the United States, Guttman said, noting: “This is a very good situation for the steelworkers union.”

Reported offers

Cleveland-Cliffs had made a $7.3-billion cash-and-stock offer for US Steel on July 28, but it was rejected after the two companies could not agree on the terms of a mutual nondisclosure agreement.

In rejecting the offer, US Steel said it had also received “multiple other offers,” prompting the company to commence “a comprehensive and thorough review of alternatives,” ranging from a complete buyout to the acquisition of certain production assets, the legacy steelmaker’s CEO announced on August 13.

Pennsylvania-based industrial conglomerate Esmark announced an all-cash bid for US Steel on August 14; that news was followed by anonymous reports on August 16 that Luxembourg-based ArcelorMittal SA was also considering a bid.

By Rijuta Dey Bera, Alesha Alkaff, the Fastmarkets team

Article available here: https://www.fastmarkets.com/insights/cleveland-cliffs-uss-deal-steel-market