Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On May 10, 2022, Ryerson Holding Corporation (the "Company"), RYPS, LLC, (the
"Selling Stockholder") and J.P. Morgan (the "Underwriter"), entered into an
underwriting agreement (the "Underwriting Agreement"), pursuant to which the
Selling Stockholder agreed to sell to the Underwriter, and the Underwriter
agreed to purchase from the Selling Stockholder, subject to and upon the terms
and conditions set forth therein, an aggregate of 3,500,000 shares (the
"Shares") of common stock, par value $0.01 per share of the Company (the
"Offering"). The Selling Stockholder will receive all of the proceeds from the
Offering, but the Company will bear the costs associated with the sale of the
Shares, other than underwriting discounts and commissions.
The Offering is being made pursuant to a prospectus supplement to the prospectus
dated January 29, 2021, which was included in the Company's shelf registration
statement on Form S-3 (File No. 333-252568), initially filed with the Securities
and Exchange Commission on January 29, 2021, and declared effective on
February 12, 2021.
The Underwriting Agreement contains the terms and conditions for the sale by the
Selling Stockholder of the Shares to the Underwriter, customary representations,
warranties and covenants by the Company, indemnification and contribution
obligations by each of the parties to the Underwriting Agreement, and other
terms and conditions customary in agreements of this type.
The foregoing summary of the material terms of the Underwriting Agreement is
qualified in its entirety by the Underwriting Agreement, which is attached as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Share Repurchase Agreement
On May 10, 2022, the Company entered into a share repurchase agreement (the
"Share Repurchase Agreement") with the Selling Stockholder pursuant to which the
Company intends to separately repurchase 1,613,022 shares of the Company's
common stock directly from the Selling Stockholder (the "Share Repurchase"). The
Company expects to fund the Share Repurchase with cash on hand. The Share
Repurchase is expected to be consummated concurrently with the closing of the
Offering. Although the Share Repurchase will be conditioned upon, among other
things, the closing of the Offering, the closing of the Offering will not be
conditioned upon the closing of the Share Repurchase.
The foregoing summary of the material terms of the Share Repurchase Agreement is
qualified in its entirety by the Share Repurchase Agreement, which is attached
as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 8.01 Other Events
On May 10, 2022, the Company issued a press release announcing the launch of the
Offering and concurrent Share Repurchase, which is filed herewith as Exhibit
99.1 and incorporated by reference herein.
On May 11, 2022, the Company issued a press release announcing the pricing of
the Offering, which is filed herewith as Exhibit 99.2 and incorporated by
reference herein.
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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 Description
1.1 Underwriting Agreement, dated May 10, 2022, among Ryerson Holding
Corporation, RYPS, LLC and J.P. Morgan.
1.2 Share Repurchase Agreement, dated May 10, 2022, between Ryerson
Holding Corporation and RYPS, LLC.
99.1 Press Release, dated May 10, 2022, issued by Ryerson Holding
Corporation.
99.2 Press Release, dated May 11, 2022, issued by Ryerson Holding
Corporation.
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
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