Item 8.01 Other Events.
Closing of Secondary Offering and Share Repurchase
On May 13, 2022 the Company announced that it had closed the previously
announced underwritten secondary offering (the "Offering") of 3,500,000 shares
(the "Shares") of the Company's common stock (the "Common Stock"), par value
$0.01 per share, held by RYPS, LLC (the "Selling Stockholder") and share
repurchase (the "Share Repurchase") from the Selling Stockholder, in a privately
negotiated transaction, of 1,613,022 shares of the Common Stock for $47,680,940.
Following the closing of the Offering, the Company is no longer a "controlled
company" within the meaning of the corporate governance standards of The New
York Stock Exchange. The press release announcing the closing of the Offering
and Share Repurchase is being filed as Exhibit 99.1 to this Current Report on
Form 8-K.
A copy of the opinion of Willkie Farr & Gallagher LLP relating to the validity
of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
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
5.1 Opinion of Willkie Farr & Gallagher LLP.
23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).
99.1 Press Release, dated May 13, 2022, issued by Ryerson Holding
Corporation.
104 Cover page Interactive Data File (embedded within the Inline XBRL
document).
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