United States securities and exchange commission logo
February 16, 2024
Duane Holloway
General Counsel
United States Steel Corporation
600 Grant Street
Pittsburgh, PA 15219
Re: United States Steel
Corporation
Preliminary Proxy
Statement on Schedule 14A
Filed January 24,
2024
File No. 001-16811
Dear Duane Holloway:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Background of the Merger, page 32
1. Please revise your
disclosure to provide more detail regarding the parties in
attendance at, and the
topics discussed during, each meeting with NSC, Company A,
Consortium B, Company C
and Company D. Additionally, please revise, as applicable, to
discuss the relevant
positions of each party at each meeting and how these discussions
influenced your
understanding of each offer. As one example only, expand your
discussion of the
December 8 meeting with Company D to disclose in greater detail the
potential transaction
synergies discussed, including quantitative disclosure as applicable.
2. We note your disclosure
that the "Company D Final Proposal also indicated its estimate of
$6.50 per share of USS
common stock in potential synergy value for USS stockholders."
Please revise to
discuss the conclusions the board made with respect to the potential
synergies with Company
D, quantifying where applicable, and how the board
ultimately decided
NSC's offer was superior to Company D's offer.
Duane Holloway
FirstName LastNameDuane Holloway
United States Steel Corporation
Comapany16,
February NameUnited
2024 States Steel Corporation
February
Page 2 16, 2024 Page 2
FirstName LastName
3. With respect to Milbank's opinion that the parties to the potential
transaction with
Company D would need to divest assets generating up to $7 billion or
more in revenues of
the combined company, please provide greater disclosure regarding how
the USS board
considered this amount in its deliberations. Additionally, expand your
discussion to
disclose any meetings with Company D related to antitrust matters.
4. We note that on December 16 and 17, 2023, representatives of Milbank
and Wachtell
continued to negotiate merger agreements with legal counsel for NSC
and legal counsel
for Company D. We further note that shortly after the December 17
discussion with NSC
regarding CFIUS clearance, USS held a special meeting of its Board to
discuss the NSC
proposal. Please clarify whether the Board held similar discussions
with respect to the
Company D proposal after December 16.
5. We note the disclosure of your December 2023 Projections. Please
revise this section to
further discuss the material assumptions underlying the projections
and the limitations of
those projections, including, as applicable, assumptions with respect
to general business,
economic, regulatory, market and financial conditions and other
factors. Please revise to
describe such assumptions with specificity and quantify where
practicable.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Evan Ewing at 202-551-5920 or Anne Parker at 202-551-3611
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing