Latest news with #Burritt
Associated Press
09-04-2025
- Business
- Associated Press
Ancora Announces Suspension of Campaign Following President Trump's Initiation of New CFIUS Review of U.S. Steel's Sale to Nippon Steel
Ancora Holdings Group, LLC (collectively with its affiliates, 'Ancora' or 'we'), a stockholder of United States Steel Corporation (NYSE: X) ('U.S. Steel' or the 'Company'), today announced that it is withdrawing its nomination of director candidates for election at the 2025 Annual Meeting of Stockholders (the 'Annual Meeting') due to apparent momentum related to the $55 per share sale to Nippon Steel Corporation ('Nippon'). 1 Recent reports indicate that the Company and Nippon may have succeeded in having productive conversations with the Trump Administration to address concerns and discuss significantly increased capital commitments. 2 Additionally, based on language included in Monday's Presidential Action, we suspect the companies have taken steps to try to mitigate national security considerations. 3 We imagine this is why labor leaders, policy experts and stockholders have recently suggested they expect the sale will be approved. Our decision to suspend our campaign also stems from U.S. Steel's embrace of entrenchment tactics. Once it became clear in February that there may still be a path to approval for the $55 per share sale to Nippon, Ancora began sending repeated requests to the Company to postpone the Annual Meeting to allow stockholders to have full information and make truly informed voting decisions. The Company demonstrated a disappointing disregard for sound governance by ignoring our pleas and, as recently as yesterday, continuing to attack us while reiterating the May 6 date. Keep in mind that May 6, 2025 comes just weeks before the new governmental review is expected to conclude. We can only assume U.S. Steel is taking this tact because it is increasingly confident about the transaction's approval. Please trust that Ancora always wants fellow stockholders and stakeholders to benefit from the best outcomes, which in this case is the seemingly probable closing of the $55 per share transaction. Stockholders will hopefully be able to rejoice over strong returns and that a consummated deal will end the era of broken relationships and destructive decisions during the tenures of David Burritt and his loyal directors. We consider Mr. Burritt, a non-operator who has been called out by federal lawmakers over a 'repulsive conflict of interest,' to be one of the worst leaders in Corporate America. 4 This is why Ancora launched this campaign in the first place when former President Biden issued the Executive Order blocking the deal, because we truly believed that U.S. Steel could return to greatness with proven and qualified leadership in place. Ancora wishes to conclude this stage of its campaign by thanking our fellow stockholders, the United Steelworkers and all other parties willing to engage with us in recent months. About Ancora Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit Greg Marose / Ashley Areopagita, 646-386-0091 [email protected] / [email protected] SOURCE: Ancora Holdings Group, LLC Copyright Business Wire 2025. PUB: 04/09/2025 07:10 AM/DISC: 04/09/2025 07:10 AM
Yahoo
18-02-2025
- Business
- Yahoo
Exclusive-Ancora demands U.S. Steel board records, ratchets up proxy fight
By Svea Herbst-Bayliss NEW YORK(Reuters) - Activist investor Ancora Holdings is demanding access to records from U.S. Steel, ranging from board minutes to financial documents, as it ratchets up a campaign to replace some of the company's board members and chief executive, according to a letter seen by Reuters. Ancora last month launched a boardroom challenge at U.S. Steel as the iconic American company is fighting in court to salvage a planned merger with Japan's Nippon Steel. The company is asking the U.S. Court of Appeals to set aside former U.S. President Joe Biden's order that blocked the deal citing national security concerns. U.S. Steel has said it would need to make layoffs and close plants if the deal were scuttled. Ancora's decision to make a so-called books and records request shows how the activist is using one of the legal tools available to try and win a potentially bitter board room battle. In its letter - sent to Megan Bombick, U.S. Steel Associate General Counsel, Securities & Corporate Secretary - Ancora told U.S. Steel it wants to investigate "potential wrongdoing in connection with ... the company's futile (lawsuit) ... and "the unusual trading plan of the company's CEO (David Burritt)." According to the letter, Ancora is looking for information to determine whether the board violated its fiduciary duties by filing the lawsuit and to determine whether Burritt "sought to trade on material nonpublic information." The investor currently owns roughly 500,000 shares, or less than 1%, in U.S. Steel but has said it plans to increase its position significantly. The company, which was once the world's biggest steel producer, has a market value of $8.7 billion. Last month, Ancora nominated nine director candidates to U.S. Steel's 12-person board, including an executive who could replace the CEO. The activist also wants the company to drop the lawsuit where it is asking a federal appeals court to overturn Biden's decision to scuttle the $14.9 billion deal. By pursuing the lawsuit, U.S. Steel is hurting shareholders, Ancora argued in the letter, noting it wants management and the board to concentrate on fixing the business. "In continuing to litigate the Petition for Review, the Board wastes money and resources in the desperate hope that (the) Merger will land them significant personal benefits," the letter said. Ancora has given the company until February 24 to provide it with typically confidential documents related to the proposed merger with Nippon and Burritt's trading plan, according to the letter. It wants to investigate whether directors and officers of the company "breached their fiduciary duties to the company and its stockholders" and find out more about Burritt's trading in U.S. Steel stock "in relation to merger discussions" and how he used his predetermined 10b5-1 plan that allows insiders to sell stock. A U.S. Steel representative did not immediately respond to a request for comment. Earlier this month, U.S. President Donald Trump said Nippon's bid would take the form of an investment instead of a purchase. A Japanese government spokesperson earlier this month said Nippon is considering proposing a bold change in plan from its previous approach of seeking to buy U.S. Steel and Prime Minister Shigeru Ishiba called the decision to block the deal "unjust political interference." Ancora has already identified Alan Kestenbaum, the former CEO of Canadian steel company Stelco, as a suitable replacement for Burritt. Stelco was purchased by steel manufacturer Cleveland-Cliffs last year. The company has not yet set an annual meeting date and last year's was held on April 30. Ancora has taken on a number of big companies and won board seats. Earlier this month, auto-parts company LKQ handed two board seats to the investor and a year ago Norfolk Southern shareholders elected three Ancora nominated directors to the railroad's board. Late last year, Norfolk Southern pledged to work with Ancora to add a new director to avoid another fight with the firm. Sign in to access your portfolio
Reuters
18-02-2025
- Business
- Reuters
Exclusive: Ancora demands U.S. Steel board records, ratchets up proxy fight
NEW YORK, Feb 18(Reuters) - Activist investor Ancora Holdings is demanding access to records from U.S. Steel (X.N), opens new tab, ranging from board minutes to financial documents, as it ratchets up a campaign to replace some of the company's board members and chief executive, according to a letter seen by Reuters. Ancora last month launched a boardroom challenge at U.S. Steel as the iconic American company is fighting in court to salvage a planned merger with Japan's Nippon Steel (5401.T), opens new tab. The company is asking the U.S. Court of Appeals to set aside former U.S. President Joe Biden's order that blocked the deal citing national security concerns. U.S. Steel has said it would need to make layoffs and close plants if the deal were scuttled. Ancora's decision to make a so-called books and records request shows how the activist is using one of the legal tools available to try and win a potentially bitter board room battle. In its letter - sent to Megan Bombick, U.S. Steel Associate General Counsel, Securities & Corporate Secretary - Ancora told U.S. Steel it wants to investigate "potential wrongdoing in connection with ... the company's futile (lawsuit) ... and "the unusual trading plan of the company's CEO (David Burritt)." According to the letter, Ancora is looking for information to determine whether the board violated its fiduciary duties by filing the lawsuit and to determine whether Burritt "sought to trade on material nonpublic information." The investor currently owns roughly 500,000 shares, or less than 1%, in U.S. Steel but has said it plans to increase its position significantly. The company, which was once the world's biggest steel producer, has a market value of $8.7 billion. Last month, Ancora nominated nine director candidates to U.S. Steel's 12-person board, including an executive who could replace the CEO. The activist also wants the company to drop the lawsuit where it is asking a federal appeals court to overturn Biden's decision to scuttle the $14.9 billion deal. By pursuing the lawsuit, U.S. Steel is hurting shareholders, Ancora argued in the letter, noting it wants management and the board to concentrate on fixing the business. "In continuing to litigate the Petition for Review, the Board wastes money and resources in the desperate hope that (the) Merger will land them significant personal benefits," the letter said. Ancora has given the company until February 24 to provide it with typically confidential documents related to the proposed merger with Nippon and Burritt's trading plan, according to the letter. It wants to investigate whether directors and officers of the company "breached their fiduciary duties to the company and its stockholders" and find out more about Burritt's trading in U.S. Steel stock "in relation to merger discussions" and how he used his predetermined 10b5-1 plan that allows insiders to sell stock. A U.S. Steel representative did not immediately respond to a request for comment. Earlier this month, U.S. President Donald Trump said Nippon's bid would take the form of an investment instead of a purchase. A Japanese government spokesperson earlier this month said Nippon is considering proposing a bold change in plan from its previous approach of seeking to buy U.S. Steel and Prime Minister Shigeru Ishiba called the decision to block the deal "unjust political interference." Ancora has already identified Alan Kestenbaum, the former CEO of Canadian steel company Stelco, as a suitable replacement for Burritt. Stelco was purchased by steel manufacturer Cleveland-Cliffs last year. The company has not yet set an annual meeting date and last year's was held on April 30. Ancora has taken on a number of big companies and won board seats. Earlier this month, auto-parts company LKQ (LKQ.O), opens new tab handed two board seats to the investor and a year ago Norfolk Southern (NSC.N), opens new tab shareholders elected three Ancora nominated directors to the railroad's board. Late last year, Norfolk Southern pledged to work with Ancora to add a new director to avoid another fight with the firm.
Associated Press
10-02-2025
- Business
- Associated Press
Ancora Issues Letter to U.S. Steel's Board of Directors Following Failed Attempts to Resurrect the Dead Nippon Transaction
CLEVELAND--(BUSINESS WIRE)--Feb 10, 2025-- Ancora Holdings Group, LLC (collectively with its affiliates, 'Ancora' or 'we'), a diversified investment firm that oversees approximately $10 billion in assets, today issued the below letter to the Board of Directors (the 'Board') of United States Steel Corporation (NYSE: X) ('U.S. Steel' or the 'Company') following President Donald J. Trump's recent comments that reaffirm his opposition to a sale of the Company to Nippon Steel Corporation ('Nippon'). A full copy of President Trump's remarks can be found here. To obtain important updates from Ancora, visit . *** February 10, 2025 United States Steel Corporation 600 Grant Street Pittsburgh, PA 15219 Attn: The Board Dear Members of the Board, As we told you in our January 27 th public letter, the sale to Nippon is dead. President Trump's remarks on Friday should confirm – once and for all – that the sale has no chance of being resurrected. We applaud his steadfast commitments to protecting U.S. Steel and reviving America's industrial and manufacturing industries. The Board now must decide if it stands with shareholders or if it still stands with failed Chief Executive Officer David Burritt, who appears to have driven the Company off a cliff in pursuit of his $72 million transaction-related payday. If the Board intends to prove that it is truly aligned with shareholders, rather than the merger arbitrage funds who favored Mr. Burritt's poor gamble on Nippon, it should take the following steps: Immediately terminate the merger agreement and collect the $565 million breakup fee from Nippon; Immediately end the exorbitantly expensive deal-related advocacy and withdraw from the litigation filed with Nippon, and; Finally engage with Ancora, which has offered the Board a viable catalyst for a turnaround in Alan Kestenbaum, who oversaw the legendary turnaround at Stelco after U.S. Steel bankrupted the business. Our slate of independent director candidates and Mr. Kestenbaum are prepared to lead a multibillion-dollar capital investment program focused on reinvigorating the legacy blast furnaces at Mon Valley and Gary Works while using the proceeds from the breakup fee to offset upfront capital needs. We are offering the Company access to a world-class Chief Executive Officer, an experienced set of director candidates and a clear path to revitalizing the business. This not only represents the best value proposition put forth by any domestic party at this time, but it far exceeds what can be offered by Nippon at this point. If you opt to continue ignoring us and narrowly focus on what we expect to be elusive investments from Nippon, we will assume you are aligned with Mr. Burritt. Under this scenario, we will take all necessary actions to break the Company's culture of entrenchment and prevent the wasting of shareholders' capital. Long-term investors do not want any more of their money wasted simply because Mr. Burritt and his arbitrageur friends hold losing lottery tickets. Negotiating an investment from a foreign competitor like Nippon could take months. This is time that U.S. Steel cannot afford to misallocate based on the Company's own statements. If there is no buyout premium to be paid, the Board should hire a real leader, like Mr. Kestenbaum, to negotiate on behalf of the long-term stakeholders of the Company, as opposed to Mr. Burritt who has seemed more concerned with preserving a change of control payment than collecting the much-needed breakup fee. Keep in mind, Mr. Burritt has irreparably destroyed the Company's relationship with its union workers, and that contract comes up in the near future. It is almost unfathomable to envision a scenario in which Mr. Burritt can successfully execute a new labor agreement that would be mutually beneficial for shareholders and workers. In closing, it is time for U.S. Steel to get back to business and focus on leveraging President Trump's pending tariffs as a tailwind for a turnaround. The only thing standing in the way is Mr. Burritt and his focus on securing a massive golden parachute at all costs. It is only a matter of time until the Company's shares begin to reflect the fact that a busted deal has left investors with a failed and visionless leader in Mr. Burritt. We urge you, as fiduciaries, to engage with us before there is any permanent impairment of value at U.S. Steel. Regards, *** About Ancora Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Ancora Catalyst Institutional, LP (' Ancora Catalyst Institutional '), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (' SEC ') to be used to solicit votes for the election of Ancora Catalyst Institutional's slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of United States Steel Corporation, a Delaware corporation (the ' Company '). ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT . IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR. The participants in the anticipated proxy solicitation are expected to be Ancora Catalyst Institutional, Ancora Bellator Fund, LP (' Ancora Bellator '), Ancora Catalyst, LP (' Ancora Catalyst '), Ancora Merlin Institutional, LP (' Ancora Merlin Institutional '), Ancora Merlin, LP (' Ancora Merlin '), Ancora Alternatives LLC, (' Ancora Alternatives '), Ancora Holdings Group, LLC (' Ancora Holdings '), Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher, Jr., Dr. James K. Hayes, Alan Kestenbaum, Roger K. Newport, Shelley Y. Simms, Peter T. Thomas, and David J. Urban. As of the date hereof, Ancora Catalyst Institutional directly beneficially owns 121,589 shares of common stock, par value $1.00 per share (the ' Common Stock '), of the Company, 100 shares of which are held in record name. As of the date hereof, Ancora Bellator directly beneficially owns 62,384 shares of Common Stock. As of the date hereof, Ancora Catalyst directly beneficially owns 12,831 shares of Common Stock. As of the date hereof, Ancora Merlin Institutional directly beneficially owns 123,075 shares of Common Stock. As of the date hereof, Ancora Merlin directly beneficially owns 11,165 shares of Common Stock. As the investment advisor and general partner to each of Ancora Catalyst Institutional, Ancora Bellator, Ancora Catalyst, Ancora Merlin Institutional, Ancora Merlin and certain separately managed accounts (the ' Ancora Alternatives SMAs '), Ancora Alternatives may be deemed to beneficially own the 121,589 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 12,831 shares of Common Stock beneficially owned directly by Ancora Catalyst, 62,384 shares of Common Stock beneficially owned directly by Ancora Bellator, 123,075 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 11,165 shares of Common Stock beneficially owned directly by Ancora Merlin and 137,453 shares of Common Stock held in the Ancora Alternatives SMAs. As the sole member of Ancora Alternatives, Ancora Holdings may be deemed to beneficially own the 121,589 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 12,831 shares of Common Stock owned directly by Ancora Catalyst, 62,384 shares of Common Stock beneficially owned directly by Ancora Bellator, 123,075 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 11,165 shares of Common Stock beneficially owned directly by Ancora Merlin, and 137,453 shares of Common Stock held in the Ancora Alternatives SMAs. As the Chairman and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be deemed to beneficially own the 121,589 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 12,831 shares of Common Stock owned directly by Ancora Catalyst, 62,384 shares of Common Stock beneficially owned directly by Ancora Bellator, 123,075 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 11,165 shares of Common Stock beneficially owned directly by Ancora Merlin, and 137,453 shares of Common Stock held in the Ancora Alternatives SMAs. As of the date hereof, Messrs. Boychuk, Fisher, Kestenbaum, Newport, Thomas, and Urban, Dr. Hayes and Ms. Simms do not beneficially own any shares of Common Stock. Charlotte Kiaie / Ashley Areopagita, 646-386-0091 John Ferguson / Joseph Mills, 212-257-1311 SOURCE: Ancora Holdings Group, LLC Copyright Business Wire 2025. PUB: 02/10/2025 06:30 AM/DISC: 02/10/2025 06:30 AM
Reuters
27-01-2025
- Business
- Reuters
US Steel now all about striking while iron is hot
NEW YORK, Jan 27 (Reuters Breakingviews) - The long United States Steel (X.N), opens new tab saga has suddenly become a matter of urgency. Boss David Burritt is fighting to salvage a $15 billion sale to Nippon Steel (5401.T), opens new tab. Rival bidder Cleveland-Cliffs (CLF.N), opens new tab wants another shot at a takeover. And days ahead of a deadline, a hedge fund has maneuvered, opens new tab to oust the CEO and replace most of the board. The company's stubbornly resilient stock makes time of the essence. Burritt is in a tough spot. His decision to invest heavily to move from union-staffed blast furnaces to less labor-intensive electric arc furnaces tanked the bottom line. It also emboldened Lourenco Goncalves, the pugilistic Cleveland-Cliffs boss, to pursue an unsolicited $7 billion takeover bid in August 2023, which then attracted the Japanese buyer. U.S. Steel's results have worsened, and President Joe Biden's administration blocked the Nippon transaction on national security grounds. Ancora is blasting the company for getting itself into this situation, saying it wants to reorient a strategy that has tripled capital expenditures over three years and instead collect a $565 million breakup fee to reinvest in old plants. A turnaround would be welcome. The outlook for 2025 EBITDA keeps falling, according to estimates gathered by Visible Alpha. And yet its shares have climbed 21% since it sued the government to overturn the Nippon decision. At around $37, they're short of Nippon's $55 offer, but well above where they traded before the takeover clash began. Cleveland-Cliffs and bid partner Nucor (NUE.N), opens new tab are only preparing to offer in the 'high $30s' per share, CNBC reported, opens new tab. The situation makes it important to get past Nippon soon. Ancora was pressed into action by the Thursday cutoff to nominate directors. Although it says it does not want U.S. Steel to solicit another deal, some facts can be construed differently. The hedge fund's choice for CEO, Alan Kestenbaum, sold steelmaker Stelco to Cleveland-Cliffs last year. One of its board candidates sold Goncalves another company while another served as a Cleveland-Cliffs director. There's also potential upside to be grabbed. If Cleveland-Cliffs offers stock for U.S. Steel, it can share estimated annual synergies worth nearly $4 billion once taxed and capitalized. Ancora also owns just a tiny stake, leaving it scope to lower its cost basis if U.S. Steel's stock price dips. Kestenbaum is a proven operator, and links to Cleveland-Cliffs in a consolidating industry are hard to avoid. Moreover, the longer the situation lingers, the less promising U.S. Steel threatens to be. As any blacksmith or steelmaker knows, it's best to strike while the iron is hot. Follow @JMAGuilford, opens new tab on X CONTEXT NEWS Hedge fund Ancora said on Jan. 27 that it has taken a stake in United States Steel, is urging the company to terminate its agreed sale to Japanese rival Nippon Steel, wants to replace CEO David Burritt and has nominated a slate of nine candidates to replace most of the board. The Biden administration blocked the Nippon deal on national security grounds. Ancora wants to install Alan Kestenbaum as U.S. Steel's CEO. Bedrock Industries, the investment firm he chaired, acquired Canadian steelmaker Stelco, formerly a unit of U.S. Steel, in 2016 after it sought protection from creditors. Bedrock took it public a year later, and Cleveland-Cliffs bought it in 2024. Cleveland-Cliffs offered to buy U.S. Steel in August 2023, and CEO Lourenco Goncalves said on Jan. 13 that a combination of the two companies was inevitable. For more insights like these, click here, opens new tab to try Breakingviews for free.
