UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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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 13, 2022
RYERSON HOLDING CORPORATION | ||||
By: | /s/ James J. Claussen | |||
Name: | James J. Claussen | |||
Title: | Executive Vice President and Chief Financial Officer |
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Exhibit 5.1
787 Seventh Avenue | ||||||
New York, NY 10019-6099 | ||||||
Tel: 212 728 8000 | ||||||
Fax: 212 728 8111 |
May 13, 2022
Ryerson Holding Corporation
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to Ryerson Holding Corporation, a Delaware corporation (the Company), in connection with the offer and sale by RYPS, LLC (the Selling Stockholder) of 3,500,000 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common Stock). The Shares were offered pursuant to the Companys Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Act) on January 29, 2021 (the Registration Statement), as supplemented by the preliminary prospectus supplement, dated May 10, 2022 (together with the base prospectus included as part of the Registration Statement, the Preliminary Prospectus), the final prospectus supplement dated May 11, 2022 (the Prospectus Supplement and, together with the base prospectus included as part of the Registration Statement, the Prospectus).
We have examined copies of the Third Amended and Restated Certificate of Incorporation of the Company (the Certificate of Incorporation), the Amended and Restated Bylaws of the Company, the Registration Statement, the Prospectus, relevant resolutions adopted by the Companys Board of Directors (the Board of Directors), and other records and documents that we have deemed necessary for the purpose of this opinion letter. We are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Ryerson Holding Corporation
May 13, 2022
Page 2
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other country, state or jurisdiction.
The opinion expressed herein is limited to matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly stated herein.
The opinion expressed herein is given as of the date hereof, and we assume no obligation to update or supplement such opinion after the date hereof. The opinion expressed herein is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. The opinion expressed herein is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Selling Stockholder or the Shares.
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Companys Current Report on Form 8-K, which is incorporated by reference into the Registration Statement, and to the use of our name under the heading Legal Matters in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, |
/s/ WILLKIE FARR & GALLAGHER LLP |
Exhibit 99.1
Ryerson Holding Corporation Announces Closing of Secondary Offering of Common Stock by its Principal Shareholder and the Concurrent Stock Repurchase
CHICAGO May 13, 2022 - Ryerson Holding Corporation (NYSE: RYI) (the Company or Ryerson) announced today the closing of an underwritten secondary public offering of 3,500,000 shares of its common stock by an affiliate of Platinum Equity LLC (the Selling Stockholder). Ryerson did not offer any shares of its common stock in the offering and did not receive any of the proceeds from the sale of the shares offered by the Selling Stockholder.
Concurrently with the completion of the offering, Ryerson repurchased directly from the Selling Stockholders 1,613,022 shares of common stock. The Company funded the share repurchase with cash on hand.
The secondary offering and concurrent share repurchase mark an important milestone in the continued transformation of Ryerson. Through this completed secondary offering and repurchase of shares by the Company, we increased our public company share float, accreted increased ownership to non-selling shareholders and completed our authorized share buyback program fourteen months ahead of schedule. This is in addition to reducing long-term debt by more than $275 million in less than two years and increasing our quarterly dividend by more than 56 percent within the past year to $0.125 per share. That is a tremendous amount of important and valuable work of which we can all be proud. We would like to thank Platinum Equity for their ongoing investment and support throughout our nearly 15-year relationship and are delighted to continue that relationship as we continue building Ryersons enterprise value in the years ahead. said Eddie Lehner, Ryersons President and Chief Executive Officer.
Through this transaction, Ryerson is able to create long-term shareholder value by increasing the ratio of our shares that are floating by approximately 11 percent to represent nearly 57 percent of our total shares outstanding. We estimate this repurchase of our shares to be approximately 4 percent accretive to forward earnings per share. Our strong cash flow generation enabled us to repurchase 1.6 million shares for $47.7 million at an attractive price, while completing our $50 million share buyback authorization of August 2021 more than fourteen months ahead of schedule. Accordingly, in eight months Ryerson has returned more than $60 million to shareholders in share repurchases and dividends. stated Jim Claussen, Ryersons Chief Financial Offer.
The secondary offering was made pursuant to an effective shelf registration statement on Form S-3 (including a prospectus) which was filed by Ryerson with the Securities and Exchange Commission (SEC). You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained by contacting: J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone: 1-866-803-9204, or by emailing: prospectus-eg_fi@jpmchase.com.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Ryerson
Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has around 4,000 employees in approximately 100 locations.
Safe Harbor Provision
Certain statements made in this presentation 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 managements expectations, beliefs, intentions, plans, estimates, objectives, or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as objectives, goals, preliminary, range, 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 our business are: the cyclicality of our business; the highly competitive, volatile, and fragmented metals industry 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; impacts and implications of adverse health events, including the COVID-19 pandemic; work stoppages; obligations under 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 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, 2021, our quarterly report on Form 10-Q for the quarter ended March 31, 2022, 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.
Vice PresidentFinance:
Jorge Beristain
312.292.5040
investorinfo@ryerson.com
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Document and Entity Information |
May 13, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | Ryerson Holding Corp |
Amendment Flag | false |
Entity Central Index Key | 0001481582 |
Document Type | 8-K |
Document Period End Date | May 13, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-34735 |
Entity Tax Identification Number | 26-1251524 |
Entity Address, Address Line One | 227 W. Monroe St. |
Entity Address, Address Line Two | 27th Floor |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60606 |
City Area Code | (312) |
Local Phone Number | 292-5000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.01 par value, 100,000,000 shares authorized |
Trading Symbol | RYI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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