UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2016
Ryerson Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-34735
(Commission File Number)
26-1251524
(IRS Employer Identification No.)
227 West Monroe, 27th Floor, Chicago, IL 60606
(312) 292-5000
(Address of principal executive offices and telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On May 12, 2016, Ryerson Holding Corporation (the “Company”) issued a press release announcing that Joseph T. Ryerson & Son, Inc., the Company’s wholly owned subsidiary has agreed to sell $650 million aggregate principal amount of its 11.00% Senior Secured Notes due 2022 (the “2022 Notes”) in a private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. That press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
The 2012 Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Neither the press release nor this Current Report on Form 8-K constitutes an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are being filed with this Current Report on Form 8-K:
| 99.1 | Press Release, dated May 12, 2016 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 12, 2016
| RYERSON HOLDING CORPORATION | ||
| By: | /s/ Hans Weinburger | |
| Name: | Hans Weinburger | |
| Title: | Assistant Secretary | |
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 12, 2016 | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Media and Investor contact:
Christopher Bona
Head of Communications
312.292.5052
investorinfo@ryerson.com
Joseph T. Ryerson & Son, Inc. Announces Pricing of Private Offering of Senior Secured Notes
CHICAGO – May 12, 2016 – Ryerson Holding Corporation (NYSE: RYI) (the “Company”) announced today that Joseph T. Ryerson & Son, Inc., the Company’s wholly owned subsidiary (“JT Ryerson”), has agreed to sell $650 million aggregate principal amount of its 11.00% Senior Secured Notes due 2022 (the “Notes”) in a private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.
The Notes were priced to investors at 100 percent of their principal amount and will mature on May 15, 2022. JT Ryerson’s obligations under the Notes will be guaranteed by the Company as well as certain subsidiaries of the Company. The Notes and the related guarantees will be 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 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 net proceeds from the offering of the Notes,
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along with available cash and/or borrowings under the Company’s senior secured asset-based revolving credit facility, will be used to (i) to repurchase and/or redeem in full JT Ryerson’s 9% Senior Secured Notes due 2017, plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) to repurchase up to $95 million of JT Ryerson’s 11.25% Senior Notes due 2018 and (iii) to pay related fees, expenses and premiums.
The offering of the Notes is expected to be completed on May 24, 2016, subject to the satisfaction or waiver of customary closing conditions.
The Notes will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities.
About Ryerson
Ryerson is a processor and distributor of metals with operations in the United States, Canada, Mexico and China. The company serves a variety of industries, including customers making products or equipment for the commercial ground transportation, metal fabrication and machine shops, industrial machinery and equipment, consumer durables, HVAC, construction, food processing and agriculture, as well as oil and gas. Founded in 1842, Ryerson is headquartered in the United States and has approximately 3,500 employees in approximately 100 locations.
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Forward-Looking Statements
Certain statements made in this press release and other written or oral statements made by or on behalf of the company constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding our future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. The company cautions that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact the metals distribution industry and our business are: the cyclicality of our business; the highly competitive and fragmented market in which we operate; fluctuating metal prices; our substantial indebtedness and the covenants in instruments governing such indebtedness; the integration of acquired operations; regulatory and other operational risks associated with our operations located inside and outside of the United States; work stoppages; obligations regarding certain employee retirement benefit plans; the ownership of a majority of our equity securities by a single investor group; currency fluctuations; and consolidation in the metals producer industry. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth above and those set forth under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2015 and in our other filings with the Securities and Exchange Commission. Moreover, we caution against placing undue reliance on these statements, which speak only as of the date they were made. The company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.
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