CHICAGO, May 24, 2016 /PRNewswire/ -- Ryerson Holding
Corporation (NYSE: RYI) announced today that Joseph T. Ryerson & Son, Inc., its wholly
owned subsidiary ("JT Ryerson"), has completed its previously
announced offering of $650 million
aggregate principal amount of its 11.00% Senior Secured Notes due
2022 (the "2022 Notes") in a private offering 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 2022 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 2022 Notes will be
guaranteed by the Company as well as certain subsidiaries of JT
Ryerson. The 2022 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 2022 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.
In addition, JT Ryerson announced that as of 5:00 p.m., New York
City time, on May 23, 2016
(the "Consent Time"), approximately $560
million principal amount (or approximately 98.3% of the
outstanding principal amount) of its 9% Senior Secured Notes due
2017 (the "2017 Notes") have been tendered in connection with the
previously announced cash tender offer (the "Offer") for any and
all outstanding 2017 Notes. JT Ryerson also received the requisite
consents for the proposed amendments to the indenture governing the
2017 Notes to eliminate most of the covenants and certain default
provisions applicable to the 2017 Notes, as well as shorten the
notice required to be given to holders from 30 days to 3 days in
the case of a redemption of the 2017 Notes.
Title of
Security
|
CUSIP
No.
|
Outstanding
Principal Amount
|
Principal
Amount
Tendered
|
9% Senior Secured
Notes due 2017
issued by Joseph T. Ryerson & Son, Inc.
|
78375RAB9
|
$569.9 million
|
$560 million
|
Payment for 2017 Notes validly tendered and not properly
withdrawn on or prior to the Consent Time and accepted for purchase
by JT Ryerson will be made today, May 24,
2016 (the "Early Settlement Date"). Payment for 2017 Notes
validly tendered and not properly withdrawn after the Consent Time
and on or prior to 11:59 p.m.,
New York City time, on
June 7, 2016 (the "Expiration Time")
and accepted for purchase will be made promptly after the
Expiration Time.
Today, an irrevocable notice of redemption was distributed to
holders of the 2017 Notes not accepted for tender on the Early
Settlement Date. The redemption of the outstanding aggregate
principal amount of all of the 2017 Notes is scheduled to occur on
May 27, 2016.
The complete terms and conditions of the Offer are described in
JT Ryerson's Offer to Purchase and Consent Solicitation Statement,
dated May 10, 2016 (the "Offer to
Purchase"), copies of which may be obtained by contacting Ipreo
LLC, the information agent for the Offer, at (212) 849-3880
(bankers and brokers) or (888) 593-9546 (toll-free). BofA Merrill
Lynch is the dealer manager for the Offer and the solicitation
agent for the related consent solicitations (the "Consent
Solicitations"). Additional information concerning the Offer and
Consent Solicitations may be obtained by contacting BofA Merrill
Lynch, at (980) 388-3646 (collect) or (888) 292-0070 (U.S.
toll-free).
This press release is for informational purposes only and is not
a recommendation, an offer to purchase, an offer to sell, a
solicitation of an offer to purchase or a solicitation of consents
with respect to any securities. The Offer is being made solely
pursuant to the Offer to Purchase and related Letter of Transmittal
that is being distributed to holders of 2017 Notes.
The 2022 Notes are not 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.
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
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