Presidential Document2025-11372
Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 20, 2025
Signed
June 13, 2025
Issuing agencies
Executive Office of the President
Full Text
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<title>Federal Register, Volume 90 Issue 117 (Friday, June 20, 2025)</title>
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[Federal Register Volume 90, Number 117 (Friday, June 20, 2025)]
[Presidential Documents]
[Pages 26185-26187]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-11372]
Presidential Documents
Federal Register / Vol. 90, No. 117 / Friday, June 20, 2025 /
Presidential Documents
___________________________________________________________________
Title 3--
The President
[[Page 26185]]
Order of June 13, 2025
Regarding the Proposed Acquisition of United
States Steel Corporation by Nippon Steel Corporation
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, including section 721 of the Defense
Production Act of 1950, as amended (section 721), 50
U.S.C. 4565, it is hereby ordered:
Section 1. Review by the Committee on Foreign
Investment in the United States. (a) On March 14, 2024,
the Committee on Foreign Investment in the United
States (CFIUS) received a voluntary notice describing
the proposed acquisition by (1) Nippon Steel
Corporation, a corporation organized under the laws of
Japan (Nippon Steel); (2) Nippon Steel North America,
Inc., a New York corporation (Nippon Steel NA); and (3)
2023 Merger Subsidiary, Inc., a Delaware corporation
(together with Nippon Steel and Nippon Steel NA, the
Purchasers), of United States Steel Corporation, a
Delaware corporation (U.S. Steel, and such proposed
acquisition, the Proposed Transaction). CFIUS
subsequently initiated a review and investigation of
the Proposed Transaction, which ultimately concluded
with a referral to the President on December 23, 2024,
for decision pursuant to section 721(d).
(b) On January 3, 2025, pursuant to section
721(d)(1), then-President Biden issued an order titled
``Regarding the Proposed Acquisition of United States
Steel Corporation by Nippon Steel Corporation''
(January 3 Order), which prohibited the Proposed
Transaction.
(c) The statutory provision on which the January 3
Order was based authorizes the President to ``take such
action for such time as the President considers
appropriate to suspend or prohibit any covered
transaction that threatens to impair the national
security of the United States.'' 50 U.S.C. 4565(d)(1).
Consistent with that authority, section 3 of the
January 3 Order reserved the President's authority to
issue further orders as ``necessary to protect the
national security of the United States.''
(d) Pursuant to the authority referred to in
subsection (c) of this section, and the President's
authority to reconsider prior actions, on April 7,
2025, I issued a Presidential Memorandum, entitled
``Review of Proposed United States Steel Corporation
Acquisition'' (April 7 Memo), which directed CFIUS to
conduct a de novo review of the Proposed Transaction to
assist me in determining whether further action in this
matter may be appropriate.
(e) CFIUS submitted a recommendation to me on May
21, 2025, which, in accordance with the April 7 Memo,
described CFIUS agency views regarding the risks to
national security arising as a result of the Proposed
Transaction, and included views on whether any measures
proposed by U.S. Steel and the Purchasers are
sufficient to mitigate those national security risks.
The recommendation included a statement describing the
position of each member agency of CFIUS, including the
reasons for such position.
Sec. 2. Findings. (a) I hereby affirm the following
findings, made initially in the January 3 Order:
(i) there is credible evidence that leads me to believe
that the Purchasers, through the Proposed Transaction,
might take action that threatens to impair the national
security of the United States; and
(ii) provisions of law other than section 721 and the
International Emergency Economic Powers Act (50 U.S.C.
1701 et seq.) do not, in my judgment,
[[Page 26186]]
provide adequate and appropriate authority for me to
protect the national security in this matter.
(b) Based on the recommendation of and my review of
the materials provided by CFIUS, including re-review of
the prior assessment of risk, I additionally find that
the threatened impairment to the national security of
the United States arising as a result of the Proposed
Transaction can be adequately mitigated if the
conditions set forth in section 3 of this order are
met.
Sec. 3. Actions Ordered and Authorized. On the basis of
the findings set forth in section 2 of this order,
considering the factors described in subsection 721(f)
of the Defense Production Act of 1950, as appropriate,
and pursuant to my authority under applicable law,
including section 721, I hereby order that:
(a) Section 2(a) of the January 3 Order is amended
to read as follows: ``The Proposed Transaction, and any
substantially similar transaction between the
Purchasers and U.S. Steel, whether effected directly or
indirectly by the Purchasers, through the Purchasers'
shareholders or shareholders' immediate, intermediate,
or ultimate foreign person beneficial owners, or
through the Purchasers' partners, subsidiaries, or
affiliates, is prohibited, unless the Purchasers and
U.S. Steel execute with the Department of the Treasury
and any other appropriate member agencies of CFIUS, on
or before the closing date of the Proposed Transaction,
and remain in compliance thereafter with, a national
security agreement (NSA) that is materially consistent,
as so determined by the Department of the Treasury,
with the draft NSA submitted to the Purchasers and U.S.
Steel by the United States Government on June 13,
2025.''
(b) Section 2(e) of the January 3 Order is amended
to read as follows: ``Without limitation on the
exercise of authority by any agency under other
provisions of law, and until such time as the
Purchasers and U.S. Steel have either abandoned the
Proposed Transaction to the satisfaction of CFIUS or
entered into the NSA referred to in subsection (a) of
this section, CFIUS is further authorized to implement
measures, including monitoring and enforcement
measures, it deems necessary and appropriate with
regard to the Proposed Transaction to protect the
national security of the United States, including
measures available to it under section 721 and its
implementing regulations, which include the remedies
available for violations of any order, agreement, or
condition entered into or imposed under section 721.''
(c) Sections 2(b) and 2(c) of the January 3 Order
are stricken.
Sec. 4. Reservation. I hereby reserve my authority to
issue further orders with respect to the Purchasers or
U.S. Steel as shall in my judgment be necessary to
protect the national security of the United States.
Sec. 5. Publication and Transmittal. (a) This order
shall be published in the Federal Register.
[[Page 26187]]
(b) I hereby direct the Secretary of the Treasury
to transmit a copy of this order to the parties to the
Proposed Transaction named in section 1 of this order.
<GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT>
(Presidential Sig.)
THE WHITE HOUSE,
June 13, 2025.
[FR Doc. 2025-11372
Filed 6-18-25; 8:45 am]
Billing code 3395-F4-P
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</html>Indexed from Federal Register on June 20, 2025.
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