CHICAGO, May 12, 2016 /PRNewswire/ -- Ryerson Holding
Corporation (NYSE: RYI) (the "Company") announced today that
Joseph T. Ryerson & Son, Inc.,
the Company's wholly owned subsidiary ("JT Ryerson"), has agreed to
sell $650 million aggregate principal
amount of its 11.00% Senior Secured Notes due 2022 (the "Notes") in
a private offering to "qualified institutional buyers", as defined
in Rule 144A under the Securities Act of 1933, as amended, and to
non-U.S. persons outside the United
States under Regulation S under the Securities Act of 1933,
as amended.
The Notes were priced to investors at 100 percent of their
principal amount and will mature on May 15,
2022. JT Ryerson's obligations under the Notes will be
guaranteed by the Company as well as certain subsidiaries of the
Company. The Notes and the related guarantees will be secured by a
first-priority security interest in substantially all of JT
Ryerson's and each guarantor's 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 Notes and the
related guarantees will also be secured on a second-priority basis
by a lien on the assets that secure JT Ryerson's and the Company's
obligations under their senior secured asset-based revolving credit
facility. The net proceeds from the offering of the Notes, along
with available cash and/or borrowings under the Company's senior
secured asset-based revolving credit facility, will be used (i) to
repurchase and/or redeem in full JT Ryerson's 9% Senior Secured
Notes due 2017, plus accrued and unpaid interest thereon up to, but
not including, the repayment date, (ii) to repurchase up to
$95 million of JT Ryerson's 11.25%
Senior Notes due 2018 and (iii) to pay related fees, expenses and
premiums.
The offering of the Notes is expected to be completed on
May 24, 2016, subject to the
satisfaction or waiver of customary closing conditions.
The Notes will not be registered under the Securities Act of
1933 or any state securities laws and, unless so registered, may
not be offered or sold except pursuant to an applicable exemption
from the registration requirements of the Securities Act of 1933
and applicable state securities laws.
This press release is for informational purposes only and is not
an offer to sell or the solicitation of an offer to buy any
securities.
About Ryerson
Ryerson is a processor and distributor of metals with operations
in the United States, Canada, Mexico and China. The company serves a variety of
industries, including customers making products or equipment for
the commercial ground transportation, metal fabrication and machine
shops, industrial machinery and equipment, consumer durables, HVAC,
construction, food processing and agriculture, as well as oil and
gas. Founded in 1842, Ryerson is headquartered in the United
States and has approximately 3,500 employees in approximately
100 locations.
Forward-Looking Statements
Certain statements made in this press release 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 management's expectations, beliefs,
intentions, plans, estimates or projections relating to the future.
Such statements can be identified by the use of forward-looking
terminology such as "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 the metals distribution
industry and our business are: the cyclicality of our business; the
highly competitive and fragmented market 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; work
stoppages; obligations regarding 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 producer 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, 2015 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.
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SOURCE Ryerson Holding Corporation