0001193125-14-303442.txt : 20140812 0001193125-14-303442.hdr.sgml : 20140812 20140808190706 ACCESSION NUMBER: 0001193125-14-303442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140808 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140811 DATE AS OF CHANGE: 20140808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON INC. CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 141028667 BUSINESS ADDRESS: STREET 1: 227 W. MONROE STREET, 27TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312 292 5014 MAIL ADDRESS: STREET 1: 227 W. MONROE STREET, 27TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: RYERSON TULL INC /DE/ DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 d770059d8k.htm FORM 8-K Form 8-K

 

 

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): August 8, 2014

 

 

Ryerson Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

333-189642

(Commission File Number)

36-3425828

(I.R.S. Employer Identification No.)

227 West Monroe, 27th Floor, Chicago, IL 60606

(Address of principal executive offices and zip code)

(312) 292-5000

(Registrant’s telephone number, including area code)

 

 

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 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 8, 2014, Ryerson Inc. (the “Company”) announced that it had issued a notice of redemption for $99,500,000 of the 11.25% Senior Notes due 2018 (the “Notes,” and the transaction whereby the Notes are partially redeemed, the “Redemption”) that were issued by the Company and Joseph T. Ryerson & Son, Inc. (“JT Ryerson” and, collectively with the Company, “the Companies”). The redemption date has been set for September 7, 2014 and the Redemption is contingent upon the closing of the initial public equity offering (the “IPO”) of the Companies’ parent company, Ryerson Holding Corporation (“Ryerson Holding”). The redemption price is equal to 111.250% of the principal amount, together with accrued and unpaid interest paid thereon, to the date of redemption. Following this redemption, $200,500,000 of the original outstanding principal amount of the Notes will remain outstanding. The Redemption will be conducted pursuant to Section 3.07(c) of the Indenture governing the Notes (“Indenture”), dated as of October 10, 2012, by and among the Company and JT Ryerson, as co-issuers, each guarantor thereto and Wells Fargo Bank, National Association, as trustee. Consistent with the terms of the Indenture, the Company will be using a portion of the cash proceeds from the IPO to redeem such Notes.

 

Item 8.01. Other Events.

On August 8, 2014, and in connection with the Redemption, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

d) Exhibits

The following exhibit is being filed with this Current Report on Form 8-K:

 

99.1    Press Release dated August 8, 2014

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: August 8, 2014

 

RYERSON INC.
By:  

/s/ Edward J. Lehner

Name:   Edward J. Lehner
Title:   Chief Financial Officer and Executive Vice President

Exhibit Index

 

99.1    Press Release, dated August 8, 2014
 EX-99.1 2 d770059dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

 

Media and investor contact:

Christopher Bona

Ryerson Inc.

312-292-5052

investorinfo@ryerson.com

RYERSON INC. AND JOSEPH T RYERSON & SON, INC.

ANNOUNCE PARTIAL REDEMPTION OF THEIR

11.25% SENIOR NOTES DUE 2018

 

 

CHICAGO, IL, August 8, 2014 – Ryerson Inc. (the “Ryerson”) and Joseph T. Ryerson & Son, Inc. (collectively with Ryerson, the “Companies”) announced today that they have issued a notice of redemption to redeem $99,500,000 of their 11.25% Senior Notes due 2018 (the “Notes,” and the transaction whereby the Notes are partially redeemed, the “Redemption”), outstanding at the time of the Redemption. The redemption date for the Redemption has been set for September 7, 2014, and the Redemption is contingent upon the closing of the initial public offering (the “IPO”) of the Companies’ parent company, Ryerson Holding Corporation. The redemption price for the Notes is equal to 111.250% of the principal amount of the Notes redeemed, together with accrued and unpaid interest paid thereon, to the date of redemption. Following the Redemption, $200,500,000 of the original outstanding principal amount of the Notes will remain outstanding.

The Redemption will be conducted pursuant to Section 3.07(c), of the indenture governing the Notes, dated as of October 10, 2012, by and among the Companies, as co-issuers, each guarantor thereto and Wells Fargo Bank, National Association, as trustee. Consistent with the terms of the indenture governing the Notes, the Company will be conducting the Redemption using a portion of the cash proceeds from the IPO.

About Ryerson (www.ryerson.com)

Ryerson is a leading North American processor and distributor of metals, with operations in the United States, Mexico, Canada, China and Brazil. The company serves several industries including oil and gas, industrial equipment, transportation equipment, heavy equipment and electrical machinery. Founded in 1842, Ryerson is headquartered in the United States and employs approximately 4,000 employees in more than 100 locations.

Cautionary Note Regarding Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.