2022-05-26 | NYSE:RYI | Press release
CHICAGO, May 26, 2022 /PRNewswire/ — Ryerson Holding Corporation (NYSE: RYI) (“Ryerson” or the “Company”) announced today the first results of the previously announced cash tender offer (the “Tender Offer”) by Joseph T. Ryerson & Son, Inc., the Company’s wholly-owned subsidiary (“JT Ryerson”) and to amend the tender offer by increasing the aggregate principal amount to $132,155,000 (as increased and amended, the “Maximum Bid Amount”) of $75,000,000of its aggregate principal amount of JT Ryerson’s outstanding 8.50% Senior Secured Notes due 2028 (the “Notes”).
The Maximum Deposit Amount represents the maximum aggregate principal amount of the Notes that may be purchased by JT Ryerson and excludes any Accrued Interest (as defined below) or Early Deposit Premium (as defined below). The tender offer is being made on the terms and subject to the conditions set forth in the tender offer, dated May 13, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), which contains a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of the Bonds.
|
security title |
CUSIP |
Early Tender |
AGGREGATE |
The principal amount |
Director Rising Should be accepted for To buy (2) |
|
8.50% Seniors |
48088L AB3 U4830L AB4 |
$25 |
$182,155,000 |
$168,178,000 |
$132,155,000 |
|
(1) Per $1,000 Principal Amount of Notes validly tendered no later than the Early Tender Time and accepted for purchase. |
|
(2) After application of the pro rata. |
From 5:00 p.m., New York City It’s time May 26, 2022 (the “Early Tender Time”), as reported by DF King & Co., Inc., the Offer and Information Agent for the Public Offer, the principal amount of the Notes listed in the table above has been validly filed and not validly withdrawn. The withdrawal period of 5:00 p.m., New York City It’s time May 26, 2022 passed and, consequently, the Securities validly tendered to the Public Offer can no longer be withdrawn.
JT Ryerson expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn no later than the Early Tender Time on May 31, 2022 (the “Early Settlement Date”), subject to pro rata. Since the aggregate principal amount of the Notes validly deposited exceeds the Maximum Deposit Amount, JT Ryerson expects to accept the Notes validly deposited on a pro rata basis pursuant to the Offer to Purchase.
As JT Ryerson expects to accept for purchase the Maximum Deposit Amount of Notes, no additional Notes will be purchased under the Tender Offer after the Early Tender Time. As described in the offer to purchase, all Notes tendered and not accepted for purchase will be promptly returned to the account of the offering holder.
Holders of all Notes validly tendered and not validly withdrawn by the Early Tender Time and accepted for purchase are eligible to receive the Full Consideration (as set forth in the Offer to Purchase), which includes the early deposit bonus of $25 by $1,000 principal amount of the Notes deposited on or before the Early Tender Time (the “Early Tender Premium”). In addition to the Full Consideration, Noteholders accepted for purchase will receive accrued and unpaid interest on their Notes from the last interest payment date for the Notes up to, but not including, the Early Settlement Date ( “Accrued interest”).
JT Ryerson expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiry Time (as set forth in the Tender Offer ). The tender offer is not conditional on the contribution of a minimum principal amount of bonds, but the tender offer is subject to certain conditions described in the tender offer.
The complete terms and conditions of the tender offer are described in the offer to purchase, copies of which may be obtained by contacting DF King & Co., Inc., the information agent for the offer. public purchase, at 48 Wall Street, 22n/a Floor, New York, NY 10005, by phone: banks and brokers call: (212) 269-5550, all others call toll free: (800) 488-8075, or email: ryi@dfking.com. BofA Securities, Inc. is acting as managing broker for the tender offer. Additional information regarding the tender offer may be obtained by contacting BofA Securities, Inc., by telephone: (980) 388-0539 (collect), or by e-mail: debt_advisory@bofa.com.
This press release is for informational purposes only and does not constitute a recommendation, an offer to buy, a solicitation of an offer to buy, an offer to sell or a solicitation of consents with respect to any securities. The tender offer is being made solely in connection with the offer to purchase which is being distributed to holders of Notes. The Tender Offer is not being made to, and offers will not be accepted from, or on behalf of, holders of Bonds in any jurisdiction in which the making of the Tender Offer or the acceptance thereof it would not comply with the laws of that jurisdiction.
About Ryerson
Ryerson is a leading processor and distributor of value-added industrial metals, with operations in United States, Canada, Mexicoand China. Founded in 1842, Ryerson has approximately 4,000 employees in approximately 100 locations.
Safe Harbor Layout
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 the future performance of the Company, and management’s expectations, beliefs, intentions, plans, estimates, objectives or projections regarding the future. Such statements can be identified by the use of forward-looking terms such as “objectives”, “goals”, “preliminary”, “range”, “believes”, “expects”, “may”, “estimates”, “shall”, “should”, “plan” or “anticipate” or their negative form or other variations or comparable terminology, or through discussions of strategy. The Company cautions that these 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 due to a variety of factors. Among the factors having a significant impact on the activities of the Company are: the cyclical nature of the activities of the Company; the highly competitive, volatile and fragmented metals industry in which the Company operates; fluctuating metal prices; the Company’s substantial indebtedness and the covenants of the instruments governing such indebtedness; integration of acquired businesses; regulatory and other operational risks associated with the Company’s operations located inside and outside the United States; the impacts and implications of adverse health events, including the COVID-19 pandemic; work stoppages; obligations under certain employee pension plans; ownership of a majority of the Company’s equity securities by a single group of investors; currency fluctuations; and consolidation in the metals industry. Forward-looking statements should therefore be considered in light of a variety of factors, including those set forth above and those set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended. December 31, 2021the company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022, and in other documents filed by the Company with the Securities and Exchange Commission. Further, the Company cautions against placing undue reliance on such statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.
Vice President – Finance:
Jorge Beristain
312.292.5040
infoinvestor@ryerson.com
SOURCERyerson Holding Corporation
