Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant
|
On May 24, 2016, Joseph T. Ryerson & Son, Inc. (JT Ryerson), a wholly owned subsidiary of Ryerson Holding Corporation (the
Company), entered into an indenture (the Indenture) with the guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, in connection with JT Ryersons previously announced
offering of $650,000,000 aggregate principal amount of its 11.00% Senior Secured Notes due 2022 (the 2022 Notes).
The net proceeds from the
issuance of the 2022 Notes, along with available cash and/or borrowings under the Companys senior secured asset-based revolving credit facility, will be used to (i) repurchase and/or redeem in full JT Ryersons 9% Senior Secured
Notes due 2017 (the 2017 Notes), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) repurchase up to $95 million of JT Ryersons 11.25% Senior Notes due 2018 (the 2018
Notes), and (iii) pay related fees, expenses and premiums.
The 2022 Notes are guaranteed by the Company as well as certain subsidiaries of JT
Ryerson. The 2022 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryersons and each guarantors 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 2022 Notes and the related guarantees will also be secured on a
second-priority basis by a lien on the assets that secure JT Ryersons and the Companys obligations under their senior secured asset-based revolving credit facility. The 2022 Notes will mature on May 15, 2022. Interest on the 2022
Notes will be payable on May 15 and November 15 of each year, beginning on November 15, 2016.
The 2022 Notes will be redeemable, in whole
or in part, at any time on or after May 15, 2019 at certain redemption prices. The redemption price for the 2022 Notes if redeemed during the twelve months beginning (i) May 15, 2019 is 105.500%, (ii) May 15, 2020 is
102.750%, and (iii) May 15, 2021 and thereafter is 100.000%. JT Ryerson may redeem some or all of the 2022 Notes before May 15, 2019 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to
the redemption date, plus a make-whole premium. In addition, JT Ryerson may redeem up to 35% of the 2022 Notes before May 15, 2019 with respect to the 2022 Notes with the net cash proceeds from certain equity offerings at a price
equal to 111.000%, with respect to the 2022 Notes, of the principal amount thereof, plus any accrued and unpaid interest, if any. In addition, JT Ryerson may be required to make an offer to purchase the 2022 Notes upon the sale of assets or upon a
change of control.
The offering of the 2022 Notes was not registered under the Securities Act of 1933, as amended, and the 2022 Notes may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements. The 2022 Notes were sold to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as
amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended.
The foregoing description of the
Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture. A copy of the Indenture is attached as Exhibit 4.1 hereto and is incorporated by reference herein.
In connection with the Offer (as defined below), on May 24, 2016, JT Ryerson entered into a Fourth Supplemental Indenture (the Supplemental
Indenture), with the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, amending the indenture, dated as of October 10, 2012, by and among JT Ryerson, the guarantors party thereto and Wells Fargo Bank,
National Association, as trustee (as amended and supplemented from time to time, the 2017 Indenture), relating to its 9% Senior Secured Notes due 2017 (the 2017 Notes). Pursuant to the Supplemental Indenture, the 2017
Indenture is amended to, among other things, (i) eliminate most of the restrictive covenants and certain of the events of default contained in the 2017 Indenture and (ii) permit a notice of redemption to holders whose notes are to be
redeemed to be provided at least 3 days before a redemption date.
The foregoing description of the Supplemental Indenture does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture. A copy of the Supplemental Indenture is attached as Exhibit 4.2 hereto and is incorporated by reference herein.
- 2 -