Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this report is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
On July 22, 2020, Joseph T. Ryerson & Son, Inc. ("JT Ryerson"), a wholly-owned
subsidiary of Ryerson Holding Corporation (the "Company"), entered into an
indenture (the "Indenture") with the guarantors party thereto and Wells Fargo
Bank, National Association, as trustee and collateral agent, in connection with
JT Ryerson's previously announced offering of $500,000,000 aggregate principal
amount of its 8.50% Senior Secured Notes due 2028 (the "2028 Notes").
The net proceeds from the issuance of the 2028 Notes, along with available cash,
will be used to (i) effect a redemption of all of JT Ryerson's 11.00% Senior
Secured Notes due 2022 (the "2022 Notes"), and a satisfaction and discharge of
the indenture governing the 2022 Notes and (ii) pay related transaction fees,
expenses and premiums.
The 2028 Notes are guaranteed by the Company as well as certain subsidiaries of
the Company. The 2028 Notes and the related guarantees are secured by a
first-priority security interest in substantially all of JT Ryerson's and each
guarantor's present and future assets located in the United States (other than
receivables, inventory, money, deposit accounts and related general intangibles,
certain other assets and proceeds thereof), subject to certain exceptions and
customary permitted liens. The 2028 Notes and the related guarantees will also
be secured on a second-priority basis by a lien on the assets that secure JT
Ryerson's and the Company's obligations under their senior secured asset based
revolving credit facility. The 2028 Notes will mature on August 1, 2028.
Interest on the 2028 Notes will be payable on February 1 and August 1 of each
year, beginning on February 1, 2021.
The 2028 Notes will be redeemable, in whole or in part, at any time on or after
August 1, 2023 at certain redemption prices. The redemption price for the 2028
Notes if redeemed during the twelve months beginning (i) August 1, 2023 is
104.250%, (ii) August 1, 2024 is 102.125%, and (iii) August 1, 2025 and
thereafter is 100.000%. JT Ryerson may also redeem some or all of the 2028 Notes
before August 1, 2023 at a redemption price of 100% of the principal amount,
plus accrued and unpaid interest, if any, to, but not including, the redemption
date, plus a "make-whole" premium. In addition, JT Ryerson may redeem up to 40%
of the outstanding 2028 Notes before August 1, 2023 with the net cash proceeds
from certain equity offerings at a price equal to 108.5% of the principal amount
of the notes, plus accrued but unpaid interest, if any, to, but not including,
the redemption date. Furthermore, JT Ryerson may redeem the 2028 Notes at any
time and from time to time prior to August 1, 2023 during each twelve month
period commencing on July 22, 2020 in an aggregate principal amount equal to up
to 10.0% of the original aggregate principal amount of the 2028 Notes at a
redemption price of 103.0%, plus accrued and unpaid interest, if any, to, but
not including, the redemption date. JT Ryerson may also redeem the 2028 Notes at
any time prior to August 1, 2022 in an aggregate principal amount equal to
$100.0 million on a one-time basis from the net cash proceeds received from the
sale of real property, at a redemption price of 104.0% plus accrued and unpaid
interest, if any, to, but not including, the redemption date. In addition, JT
Ryerson may be required to make an offer to purchase the 2028 Notes upon the
sale of certain assets or upon a change of control.
The offering of the 2028 Notes was not registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and the
2028 Notes may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities
Act and applicable state securities laws. The 2028 Notes were sold to persons
reasonably believed to be "qualified institutional buyers," as defined in
Rule 144A under the Securities Act, and non-U.S. persons outside the United
States under Regulation S under the Securities Act.
The foregoing description of the Indenture does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Indenture.
A copy of the Indenture is attached as Exhibit 4.1 hereto and is incorporated by
reference herein.
Item 8.01 Other Events.
On July 22, 2020, JT Ryerson distributed an irrevocable notice of redemption to
the holders of its 2022 Notes. The redemption of all of JT Ryerson's outstanding
2022 Notes is scheduled to occur on August 21, 2020. On July 22, 2020, JT
Ryerson satisfied and discharged the indenture governing the 2022 Notes.
The Company issued a press release relating to the closing of the offering of
the 2028 Notes and the distribution by JT Ryerson of the notice of redemption to
the holders of the 2022 Notes. That press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference as if
set forth in full.
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Neither the press release nor this Current Report on Form 8-K is an offer to
sell or the solicitation of an offer to buy any securities.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit
Number Exhibit Title or Description
Indenture, dated as of July 22, 2020, by and among Joseph T. Ryerson &
Son, Inc., the guarantors party thereto and Wells Fargo Bank, National
4.1 Association, as trustee and collateral agent
99.1 Ryerson Holding Corporation press release dated July 22, 2020.
Cover Page Interactive Data File (embedded within the Inline XBRL
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