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[Federal Register Volume 90, Number 7 (Monday, January 13, 2025)]
[Presidential Documents]
[Pages 2605-2606]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-00621]



                        Presidential Documents 



Federal Register / Vol. 90, No. 7 / Monday, January 13, 2025 / 
Presidential Documents

[[Page 2605]]

                Order of January 3, 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 as follows:

                Section 1. Findings. I hereby make the following 
                findings:

                    (a) There is credible evidence that leads me to 
                believe that (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), 
                through the proposed acquisition by the Purchasers of 
                United States Steel Corporation, a Delaware corporation 
                (U.S. Steel), might take action that threatens to 
                impair the national security of the United States; and
                    (b) 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, provide 
                adequate and appropriate authority for me to protect 
                the national security in this matter.

                Sec. 2. Actions Ordered and Authorized. On the basis of 
                the findings set forth in section 1 of this order, 
                considering the factors set forth 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) The proposed acquisition of U.S. Steel by the 
                Purchasers (Proposed Transaction) is prohibited, 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 also prohibited.
                    (b) The Purchasers and U.S. Steel shall take all 
                steps necessary to fully and permanently abandon the 
                Proposed Transaction no later than 30 days after the 
                date of this order, unless such date is extended by the 
                Committee on Foreign Investment in the United States 
                (CFIUS), on such conditions as CFIUS may require. 
                Immediately upon completion of all steps necessary to 
                abandon the Proposed Transaction, the Purchasers and 
                U.S. Steel shall certify in writing to CFIUS that such 
                abandonment has been effected in accordance with this 
                order and that all steps necessary to fully and 
                permanently abandon the Proposed Transaction have been 
                completed.
                    (c) From the date of this order until the 
                Purchasers and U.S. Steel provide a certification of 
                abandonment of the Proposed Transaction to CFIUS 
                pursuant to subsection (b) of this section, the 
                Purchasers and U.S. Steel shall certify to CFIUS on a 
                weekly basis that they are in compliance with this 
                order and include with that certification a description 
                of all efforts to fully and permanently abandon the 
                Proposed Transaction, and a timeline for projected 
                completion of remaining actions necessary to effectuate 
                the abandonment.

[[Page 2606]]

                    (d) Any transaction or other instrument entered 
                into or method employed for the purpose of, or with the 
                effect of, evading or circumventing this order is 
                prohibited.
                    (e) 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 provide a 
                certification of abandonment of the Proposed 
                Transaction and such certification is verified to the 
                satisfaction of CFIUS, CFIUS is further authorized to 
                implement measures it determines 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.
                    (f) If any provision of this order, or the 
                application of any provision to any person or 
                circumstances, is held to be invalid, the remainder of 
                this order and the application of its other provisions 
                to any other persons or circumstances shall not be 
                affected thereby. If any provision of this order, or 
                the application of any provision to any person or 
                circumstances, is held to be invalid because of the 
                lack of certain procedural requirements, the relevant 
                executive branch officials shall implement those 
                procedural requirements.
                    (g) The Attorney General is authorized to take any 
                steps necessary to enforce this order.

                Sec. 3. 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. 4. Publication and Transmittal. (a) This order 
                shall be published in the Federal Register.

                    (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.
                
                
                    (Presidential Sig.)

                THE WHITE HOUSE,

                    January 3, 2025.

[FR Doc. 2025-00621
Filed 1-10-25; 8:45 am]
Billing code 3395-F4-P
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