Ropes & Gray, Milbank and Wachtell lead on $14.9bn US Steel acquisition

Milbank and Wachtell advise US Steel as Ropes & Gray counsels Japan’s Nippon Steel on its biggest acquisistion to date

US Steel’s Granite City steelworks Shutterstock

Ropes & Gray, Milbank and Wactell Lipton Rosen & Katz are acting on Nippon Steel’s $14.9bn purchase of US Steel, in a deal that will see the Japanese conglomerate, already the world’s fourth largest steelmaker by production, become one of the top suppliers to the American auto industry. 

Ropes & Gray is acting for Nippon Steel while Milbank and Wachtell are advising US Steel. The all-cash transaction values the Pittsburgh-based company at $14.9bn including debt. 

The Ropes & Gray team was led by M&A partners Ariel Deckelbaum and Suni Sreepada. Deckelbaum advised Nippon Steel on various partnerships and investments including joint ventures with Vallourec before joining Ropes & Gray earlier this year from Paul Weiss. 

The team also included finance partners Byung Choi and Jay Kim, executive compensation and employee benefits partners Renata Ferrari and Sharon Remmer, employment partner Richard Kidd, tax partner David Saltzman, environmental partner Peter Alpert, IP transactions partner Jordan Altman, capital markets partner Faiza Rahman, regulatory partners Lisa Kaltenbrunner, Samer Musallam, Ruchit Patel, and Ama Adams, and litigation partners Andrew O’Connor and Dan Ward.

Meantime, the Milbank team acting for US Steel was led by corporate M&A partners Bob Kennedy and Iliana Ongun with associate Douglas Howell; antitrust partners Fiona Schaeffer and Richard Parker with special counsel Andrew Wellin; executive compensation partners Mike Shah and James Beebe; tax partner Max Goodman; and leveraged finance partner Christopher Kwan.

Wachtell’s team was led by corporate partners Joshua Cammaker and Jenna Levine. The team also included corporate associates Lucas Wozny and Mark Andriola and litigation partner Jonathan Moses. 

US Steel is one of the most storied industrial enterprises in America and was the largest company in the world when it was formed in 1901 through the acquisition of Andrew Carnegie’s steel group by financier John Pierpont Morgan, who combined it with rivals. 

Its purchase by Nippon Steel sees the the latter prevail in a sale process that was prompted by domestic rival Cleveland-Cliffs offering $7.3bn for the company in August and has attracted interest from steelmakers including ArcelorMittal and Nucor, according to the Financial Times. 

The deal has drawn strong criticism from the United Steelworkers union, which said it had not been consulted by either Nippon or US Steel and urged regulators to scrutinise the acquisition on national security grounds. 

Nippon Steel, which employs more than 100,000 people, said that all of US Steel’s commitments with its employees, including all collective bargaining agreements in place with its unions, would be honoured. 

Citi is acting as financial advisor to Nippon Steel, while Barclays Capital, Goldman Sachs and Evercore are acting as financial advisors to US Steel.

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