UNITED STATES STEEL CORP: M&A transaction — Nippon Steel completes $14.2B acquisition of U.S. Steel; shareholders receive $55/share

UNITED STATES STEEL CORP

Merger completed June 18, 2025; shareholders receive $55 cash per share.
Total equity value of transaction approximately $14.2 billion, financed by third-party debt.
Common stock delisted from NYSE and Chicago Stock Exchange; Form 15 to terminate SEC registration.
U.S. Government to receive Golden Share with veto rights over certain governance and trade matters under NSA.
Convertible notes and senior notes indentures amended; notes now convertible into cash at $4,116.15 per $1,000 principal.

item 1.01 item 2.01 item 2.04 item 3.01 item 5.01 item 3.03 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

UNITED STATES STEEL CORP amended senior notes with The Bank of New York Mellon at 6.65% and 6.875% maturing due 2037 and 2029.

Instrument: senior notes
Counterparty: The Bank of New York Mellon
Rate: 6.65% and 6.875%
Maturity: due 2037 and 2029
Event: amendment

Exact text from the filing

In connection with the consummation of the Transaction, the Company and the Trustee entered into an Eleventh Supplemental Indenture, dated as of June 18, 2025 (the " Eleventh Supplemental Indenture "), to that certain Indenture, dated as of May 21, 2007 (the " Base Indenture "), as supplemented by a First Supplemental Indenture, dated as of May 21, 2007 (the " Senior Notes First Supplemental Indenture "), among the Company and the Trustee, relating to the Company's 6.65% Senior Notes due June 1, 2037 (the " 2037 Notes "), and as further supplemented by a Tenth Supplemental Indenture, dated as of February 11, 2021 (the " Tenth Supplemental Indenture "), among the Company and the Trustee, relating to the Company's 6.875% Senior Notes due March 1, 2029 (the " 2029 Notes " and, collectively with the 2037 Notes, the " Senior Notes ").

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

UNITED STATES STEEL CORP: Certificate of incorporation and bylaws amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

At the Effective Time, (a) the Company’s certificate of incorporation was amended and restated until thereafter amended in accordance with such certificate and the DGCL and (b) the bylaws of 2023 Sub as in effect immediately prior to the Effective Time, reflecting certain amendments, became the bylaws of the surviving corporation until thereafter amended in accordance with such bylaws, the certificate of incorporation of the surviving corporation and DGCL.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

UNITED STATES STEEL CORP underwent a change of control involving Nippon Steel North America, Inc. for $55.00 in cash per share (closed 2025-06-18).

Action: change of control
Counterparty: Nippon Steel North America, Inc.
Consideration: $55.00 in cash per share
Closing: 2025-06-18

Exact text from the filing

appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “ DGCL ”)) was automatically converted into the right to receive $55.00 in cash (the “ Transaction Consideration ”). Additionally, at the Effective Time, each share of common stock, par value $1.00 per share, of 2023 Sub outstanding immediately prior

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Source: SEC EDGAR

accession 0001104659-25-060674

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