*

No constraint in pursuing our goals, CEO says

*

Capital increase is an option to fund investment, vice

chairman

says

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Nippon Steel ( NISTF ) shares rise 2%, outperforming Nikkei 225

(Adds CEO quotes and details in paragraphs 5, 7, 9, 11-13,

analyst's comments in paragraphs 14-15)

By Yuka Obayashi

TOKYO, June 19 (Reuters) - The U.S. government's

ownership of a golden share in U.S. Steel will not block Nippon

Steel ( NISTF ) from taking any management action that it deems

appropriate, the Japanese steelmaker's CEO said on Thursday.

Eiji Hashimoto spoke at a press conference in Tokyo a day

after Japan's top steelmaker closed its $14.9 billion

acquisition of U.S. Steel, confirming Nippon Steel ( NISTF ) had agreed to

give the U.S. government unusual power to help end its 18-month

battle to reach a deal.

The national security agreement inked with the Trump

administration hands the government a non-economic golden share

and gives the president the authority to name a board member.

"We won't be constrained in pursuing anything we aim to do,"

Hashimoto said, when asked how the golden share would influence

management freedom.

"We retain sufficient managerial freedom," he said, noting

that the Japanese company accepted the U.S. government's desire

to oversee the execution of the investment and proposed a golden

share structure as a straightforward way to reflect it.

The ultimate agreement with the U.S. government

represents an unusual level of control conceded by the companies

to save the deal, after a rocky path to approval spurred by

high-level political opposition.

"We struggled to complete this deal, but our global strategy

is starting to take shape," Hashimoto said, adding that the

company will consider further global expansion.

The golden share gives the U.S. government a veto over a

potential relocation of U.S. Steel's headquarters from

Pittsburgh, a transfer of jobs overseas, a name change, and any

potential future acquisition of a rival business.

"We have spent 2 trillion yen ($14 billion) to acquire U.S.

Steel ... We have no intention of relocating its headquarters or

shifting production or jobs overseas," he said.

The agreement inked with the administration also

stipulates that Nippon Steel ( NISTF ) must make capital investments of

about $11 billion in the U.S. by 2028.

Hashimoto said he saw no issue with that requirement because

the company intended to expand investments beyond its current

plans. The Trump administration's policy shift towards imposing

higher tariffs had increased the strategic importance of the

U.S. Steel acquisition, he said.

"This deal is not only a necessary and effective strategy to

restore our company to the number one position globally, but

also the only path for U.S. Steel to revitalize and grow,"

Hashimoto told reporters.

Nippon Steel ( NISTF ) will consider a capital raising among other

options as it weighs how to fund its U.S. investment plans, Vice

Chairman Takahiro Mori, the lead negotiator of the deal, said.

"The increased leverage from acquisition debt remains a

clear credit negative," Roman Schorr, senior analyst at Moody's

Ratings, said in a report.

"However, this is counterbalanced by the strategic

benefits of expanding into the U.S. market, which enjoys tariff

protection. U.S. Steel brings a strong asset base following

recent investments, complementing Nippon Steel's ( NISTF ) portfolio,"

Schorr said, adding the company's investments and cost control

would be closely watched.

Nippon Steel ( NISTF ) shares rose 2.1% by midday to 2,762 yen,

outperforming the broader Nikkei 225 index, which fell

0.7%.

($1 = 145.1700 yen)