0001181431-11-023367.txt : 20110408 0001181431-11-023367.hdr.sgml : 20110408 20110408213225 ACCESSION NUMBER: 0001181431-11-023367 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20110408 FILED AS OF DATE: 20110408 DATE AS OF CHANGE: 20110408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11750887 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35128 FILM NUMBER: 11750886 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TMS International Corp. CENTRAL INDEX KEY: 0001491501 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 205899976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 BUSINESS PHONE: 412-678-6141 MAIL ADDRESS: STREET 1: 12 MONONGAHELA AVENUE STREET 2: P.O. BOX 2000 CITY: GLASSPORT STATE: PA ZIP: 15045 FORMER COMPANY: FORMER CONFORMED NAME: Metal Services Acquisition Corp. DATE OF NAME CHANGE: 20100507 3 1 rrd308219.xml FORM 3 X0203 3 2011-04-08 0 0001491501 TMS International Corp. TMS 0000937226 ONEX CORP 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 Class B Common Stock 2011-04-05 Class A Common Stock 19390.274 D Class A Preferred Stock 16.00 Class B Common Stock 16835812 D Class B Common Stock 2011-04-05 Class A Common Stock 11404.4659 D Class A Preferred Stock 16.00 Class B Common Stock 9902050 D Class B Common Stock 2011-04-05 Class A Common Stock 95.2800 D Class A Preferred Stock 16.00 Class B Common Stock 82727 D Class B Common Stock 2011-04-05 Class A Common Stock 459.7260 D Class A Preferred Stock 16.00 Class B Common Stock 399162 D Class B Common Stock 2011-04-05 Class A Common Stock 223.3841 D Class A Preferred Stock 16.00 Class B Common Stock 193955 D Class B Common Stock 2011-04-05 Class A Common Stock 2621.8027 D Class A Preferred Stock 16.00 Class B Common Stock 2276457 D Class B Common Stock 2011-04-05 Class A Common Stock 19850 I See Footnote Class A Preferred Stock 16.00 Class B Common Stock 17234974 I See Footnote The Class B Common Stock and the Class A Preferred Stock have no expiration date. Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock and are automatically convertible on a one-for-one basis into shares of Class A Common Stock upon a sale or other disposition to any person other than (i) a person who obtained Class B Common Stock through a direct issuance by the Issuer or (ii) Onex Corporation, Onex Partners II LP or any controlled affiliate of Onex Corporation or Onex Partners II LP. The Class B Common Stock has no expiration date. Each share of Class A Preferred Stock is convertible into a number of shares of Class B Common Stock determined by dividing the liquidation preference at the time of conversion by the conversion price. Assumes a conversion price for the Class A Preferred Stock of $16.00 (which is the mid-point of the price range set forth on the front cover page of the prospectus included in the registration statement on Form S-1 filed with the Securities and Exchange Commission on April 8, 2011) and a conversion date of April 19, 2011. Concurrently with the initial public offering of the Issuer's Class A Common Stock, each share of Class A Preferred Stock will convert into the number of shares of Class B Common Stock on the basis of a conversion price equal to the public offering price per share of Class A Common Stock in the offering. The Class A Preferred Stock is also convertible into Class B Common Stock at the holder's election. The Class A Preferred Stock has no expiration date. All of the shares owned by Onex Corporation are reported as beneficially owned by each of Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Onex Corporation may be deemed to own beneficially the shares of Class B Common Stock and Class A Preferred Stock held directly by it and by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP, (b) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, (c) Onex U.S. Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex U.S. Principals LP, and (d) Tube City EI II Ltd., through Onex Corporation's ownership oa fall of the common stock of Tube City EI II Ltd. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its direct ownership. Represents shares directly owned by Onex Partners II LP. All of the shares owned by Onex Partners II LP are reported as beneficially owned by each of Onex Partners II LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Onex Partners II GP LP. All of the shares owned by Onex Partners II GP LP are reported as beneficially owned by each of Onex Partners II GP LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by 1597257 Ontario Inc. All of the shares owned by 1597257 Ontario Inc. are reported as beneficially owned by each of 1597257 Ontario Inc. and Gerald Schwartz, notwithstanding the fact that each Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Onex U.S. Principals LP. All of the shares owned by Onex U.S. Principals LP are reported as beneficially owned by each of Onex U.S. Principals LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Represents shares directly owned by Tube City EI II Ltd. All of the shares owned by Tube City EI II Ltd. are reported as beneficially owned by each of Tube City EI II Ltd., Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The following people have options to purchase shares of the issuer held by Tube City EI II Ltd.: Gerald Schwartz, Ewout Heersink, Mark Hilson, Andrew Sheiner, Donald Lewtas, Nigel Wright, Chris Govan, Timothy Duncanson, Andrea Daly, Christine Donaldson, David J. Mansell, David R. Hirsch, Kosty Gilis, Andrew Lapham, Scott Mather, and Manish Srivastava. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation. The interests of Onex Corporation are described in footnotes 4 through 10. Mr. Schwartz disclaims beneficial ownership in these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. **Additional Reporting Person Signatures** /s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz. *Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on September 10, 1996.*; /s/ Derek Stoldt for Onex Partners II LP, Onex Partners II GP LP and Onex US Principals LP, pursuant to powers of attorney being filed herewith; /s/ Andrea E. Daly for 1597257 Ontario Inc. and Tube City EI II Ltd., pursuant to powers of attorney being filed herewith. /s/ Andrea E. Daly for Onex Corporation, pursuant to a power of attorney being filed herewith 2011-04-08 EX-24. 2 rrd276371_311924.htm POWER OF ATTORNEY rrd276371_311924.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any
of them signing singly, and with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        ONEX CORPORATION

                                        By:  Donald W. Lewtas
                                             ----------------------------------
                                        Name:  Donald W. Lewtas
                                        Title: Chief Financial Officer

                                        By: /s/ Andrea E. Daly
                                            -----------------------------------
                                        Name:  Andrea E. Daly
                                        Title: Vice President, General Counsel
                                        and Secretary
EX-24.1 3 rrd276371_311925.htm POWER OF ATTORNEY rrd276371_311925.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any
of them signing singly, and with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        1597257 ONTARIO INC.

                                        By: Donald W. Lewtas
                                            -----------------------------------
                                        Name:  Donald W. Lewtas
                                        Title: Chief Financial Officer

                                        By: /s/ Andrea E. Daly
                                            -----------------------------------
                                        Name: Andrea E. Daly
                                        Title: Vice President, General Counsel
                                        and Secretary
EX-24.2 4 rrd276371_311926.htm POWER OF ATTORNEY rrd276371_311926.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Andrea E. Daly, Christopher Govan, David Copeland Donald Lewtas, or any
of them signing singly, and with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        TUBE CITY EI II LTD.


                                        By: Donald W. Lewtas
                                            -----------------------------------
                                        Name: Donald W. Lewtas
                                        Title: Vice President

                                        By: /s/ Andrea E. Daly
                                            -----------------------------------
                                        Name:  Andrea E. Daly
                                        Title: Secretary
EX-24.3 5 rrd276371_311927.htm POWER OF ATTORNEY rrd276371_311927.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        ONEX PARTNERS II LP
                                        By:  ONEX PARTNERS II GP, LP,
                                             its General Partner

                                        By:  ONEX PARTNERS MANAGER LP, its Agent

                                        By:  ONEX PARTNERS MANAGER GP ULC,
                                             its General Partner

                                        By: /s/ Robert M. Le Blanc
                                            -----------------------------------
                                        Name:  Robert M. Le Blanc
                                        Title: Managing Director

                                        By: /s/ Donald F. West
                                            -----------------------------------
                                        Name:  Donald F. West
                                        Title: Vice President and Secretary
EX-24.4 6 rrd276371_311928.htm POWER OF ATTORNEY rrd276371_311928.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        ONEX PARTNERS II GP, LP
                                        By:  ONEX PARTNERS GP INC.,
                                             General Partner

                                        By: /s/ Robert M. Le Blanc
                                            -----------------------------------
                                        Name:  Robert M. Le Blanc
                                        Title: President

                                        By: /s/ Donald F. West
                                            -----------------------------------
                                        Name:  Donald F. West
                                        Title: Vice President
EX-24.5 7 rrd276371_311929.htm POWER OF ATTORNEY rrd276371_311929.html 
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Donald F. West, Joel I Greenberg or Derek M. Stoldt, or any of them
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) or 13(d) of the Securities Exchange Act of 1934, as
        amended (the "Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a direct or indirect beneficial owner of securities of TMS
        International Corp. (the "Company"), Forms 3, 4 and 5 in accordance with
        Section 16(a) of the Act and the rules thereunder, and any other forms
        or reports the undersigned may be required to file in connection with
        the undersigned's ownership, acquisition or disposition of securities of
        the Company, including Schedules 13(g) and 13(d);

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to (i) complete and execute any such
        Form 3, 4, 5 or Schedule 13(g) or 13(d) or other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company, (ii)
        complete and execute any amendment or amendments thereto, and (iii)
        timely file such forms or reports with the SEC and any stock exchange or
        similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or evocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13(g) or
13(d) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2011.

                                        ONEX US PRINCIPALS LP
                                        By:  ONEX AMERICAN HOLDINGS GP LLC,
                                        General Partner

                                            By: /s/ Donald F. West
                                                -------------------------------
                                            Name:  Donald F. West
                                            Title: Representative