Unlikely Bidder Behind $7.8 Billion US Steel Deal Backs Away

Among US steel executives gathering for a major conference in Atlanta earlier this week, two questions dominated the conversation: Will US Steel Corp. be acquired? And is James Bouchard for real?

(Bloomberg) — Among US steel executives gathering for a major conference in Atlanta earlier this week, two questions dominated the conversation: Will US Steel Corp. be acquired? And is James Bouchard for real?

The drama transfixing the industry began Sunday, Aug. 13, when US Steel revealed it was reviewing multiple proposals from third parties. Within hours, Cleveland-Cliffs Inc., a domestic rival, disclosed a takeover offer — which US Steel then rejected. One day later, Esmark Inc., a steel distributor controlled by Bouchard, announced it was making a higher, all-cash proposal valuing its target at $7.8 billion.

Cut to Wednesday this week and a fresh plot twist: Esmark said it’s no longer pursuing a takeover, citing the United Steelworkers union’s support for Cliffs.

By that point, skepticism was already swirling around the Esmark proposal. While Bouchard, 62, is well known within the US steel world and has a track record of dealmaking, closely held Esmark was an unlikely suitor. A distributor of the metal rather than a producer, the company is also a conglomerate involved in diverse sectors ranging from aviation and real estate, and has about $500 million in annual revenue. An acquisition of US Steel, which had $21 billion in sales last year, would have been its biggest transaction by far.

Analysts had also voiced doubts about the combination. Timna Tanners at Wolfe Research said combining a so-called steel service center like Esmark and a steel producer simply didn’t make sense strategically or competitively. Exane BNP Paribas analysts Tristan Gresser and Xin Wang said they talked to more than 30 investors and none of them took the proposal seriously.

Until Wednesday, Esmark’s Aug. 14 press release was the only public documentation related to the offer. It included a lengthy biographical section about Bouchard that stretched back to his high school days. It also lacked the kind of detail on things like financing and terms and conditions that one would typically expect, said Donna Hitscherich, a co-director of the private equity program and faculty member of Columbia Business School. “This seems as though it could be a trial balloon,” she said prior to Esmark’s about-face.

US Steel shares dropped as much as 3.4% Thursday, extending their drop following Esmark’s withdrawal. They were already trading below both Cliffs’ offer and Esmark’s $35-per-share proposal, indicating investors weren’t anticipating an imminent bidding war.

Despite the doubts, Bouchard was unbowed when he spoke in an interview last week in Chicago as he watched the Chicago Cubs play the Chicago White Sox. Dressed in shorts, Crocs and an untucked button-up and sitting in his suite at Wrigley Field surrounded by relatives and friends, he said US Steel supported his bid.

Read More: Fight Over US Steel Shows Union’s Enduring Clout

“I just got off a call with the chairman and CEO” of US Steel David Burritt, Bouchard said. “I’ve got their back.” He also said in a separate conversation that he had discussed the deal with United Steelworkers union President Tom Conway and received his backing.

A US Steel spokesperson said Burritt didn’t talk to Bouchard. Conway also denied talking to him.

Bouchard said during the ballgame interview that he was in town for meetings with Bank of Montreal, which had agreed to provide $10 billion to fund his offer, and that US Steel assets would be used as collateral. A spokesperson at BMO declined to comment.

In a response to additional questions on Wednesday — just hours before Esmark withdrew its interest in US Steel — Bouchard said via text message that BMO was one of Esmark’s banks, but that he hadn’t actually discussed the US Steel situation with the lender.

Read More: Biden’s Steel Boom Helps Spark Bidding War for an American Icon

The steel industry is in Bouchard’s blood. His father and mother were employees at Chicago-based Inland Steel, according to 2006 profile by Forbes.

Bouchard worked for US Steel in Slovakia, before partnering with his brother Craig to build up Esmark by buying struggling US steel service centers. They won a proxy fight against a much larger Brazilian rival to gain control of steelmaker Wheeling-Pittsburgh Corp. in the mid-2000s. Wheeling-Pittsburgh became part of Esmark, which was sold to Russia’s Severstal for about $1.2 billion in 2008, just before the global financial crisis and the resulting collapse in metals prices.

Bouchard retained and subsequently revived the Esmark corporate name, and began to grow his new business. In a 2016 interview with the Pittsburgh Tribune-Review, Bouchard described his frustration at waiting for the steel market to recover. Steel prices finally started to rebound in 2017, after President Donald Trump said he would impose tariffs on imports. They then surged to a record in 2021 on the economic rebound from pandemic-related shutdowns.

Esmark has previously held talks about a potential bid for Altos Hornos de Mexico, the steelmaker known as AHMSA, according to Roberto Alvarez, who runs Esmak’s service-center business. AHMSA declined to comment.

Yet it’s US Steel, which traces its roots back to the days of J. Pierpont Morgan and Andrew Carnegie, that had captured Bouchard’s imagination. Speaking by phone soon after Esmark announced its offer, Bouchard emphasized his history with US Steel and said he wanted to prevent it from falling to a foreign bidder.

“I love US Steel,” he said. “We have a lot of work to do.”

–With assistance from Derek Decloet, Mark Burton, Jack Farchy and Amy Stillman.

(Updates with AHMSA response in third-last paragraph)

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