RYERSON HOLDING CORPORATION
2621 West 15th Place
Chicago, IL 60608
May 4, 2010
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Ryerson Holding Corporation Registration Statement on Form S-1 File No. 333-164484 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ryerson Holding Corporation (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to Thursday, May 6, 2010 at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter. Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
The Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please confirm that the Registration Statement has been declared effective by telephoning Cristopher Greer, Esq. of Willkie Farr & Gallagher LLP at (212) 728-8214. Comments with respect to
this request or the Registration Statement may be directed to Mr. Greer by telephone or facsimile at (212) 728-9214.
The cooperation of the staff in meeting the timetable described above is very much appreciated.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
Sincerely,
RYERSON HOLDING CORPORATION
| By: | /s/ Terence R. Rogers | |
| Name: |
Terence R. Rogers | |
| Title: |
Chief Financial Officer |
| cc: | Cristopher Greer, Esq. |
| Jeffery Fang, Esq. |
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC
As Representatives of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
May 4, 2010
Via Facsimile and EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Susan Block
| Re: | Ryerson Holding Corporation – Registration Statement on Form S-1 |
(File No. 333-164484)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as Representatives of the several Underwriters, hereby join in the request of Ryerson Holding Corporation that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act at 4:00 p.m. Eastern time, on Thursday, May 6, 2010, or as soon as practicable thereafter.
Pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act regarding the distribution of preliminary prospectuses, we hereby advise the Commission that the distribution of the Preliminary Prospectus dated April 26, 2010 (the “Preliminary Prospectus”) commenced April 27, 2010 and continued through May 4, 2010. Nine thousand eight hundred (9,800) copies of the Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others.
[Remainder of the page intentionally left blank]
In connection with the distribution of the Preliminary Prospectus for the above-mentioned issue, the underwriters have confirmed that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| UBS Securities LLC |
| For themselves and on behalf of the several Underwriters |
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
| /s/ Richard A. Diaz |
| Name: Richard A. Diaz |
| Title: Authorized Signatory |
[Acceleration Request]
| UBS SECURITIES LLC |
| /s/ Dieter Hoeppli |
| Name: Dieter Hoeppli |
| Title: Managing Director |
| /s/ Matthew Albrecht |
| Name: Matthew Albrecht Title: Associate Director |
[Acceleration Request]