Joseph T. Ryerson & Son, Inc. Launches Tender Offer for Its 8.50% Senior Secured Notes Due 2028

CHICAGO, May 13, 2022 /PRNewswire/ — Ryerson Holding Corporation (NYSE: RYI) (“Ryerson” or the “Company”) announced today that its wholly-owned subsidiary, Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), is making a cash tender offer (the “Offer”) to purchase up to $75,000,000 aggregate principal amount (the “Maximum Deposit Amount”) of its outstanding 8.50% Senior Secured Notes due 2028 (the “Notes”). The Offer must expire at 11:59 p.m., New York City It’s time June 10, 2022except for extension or early termination as described in the offer to purchase (the “offer to purchase”), dated May 13, 2022 (the “Expiration Period”). JT Ryerson may, in its sole discretion, (i) extend or otherwise change the Early Tender Time (as defined below) or Expiry Time, (ii) increase the Maximum Tender Amount, or (iii ) increase the Total Consideration (as discussed below) or the Tender Offer Consideration (as discussed below), as applicable, or the Early Offer Premium (as discussed below ) without extending the Withdrawal Deadline (as defined below) or otherwise reinstating Noteholders’ withdrawal rights. In the event of termination of the Offer, the Bonds tendered will be returned without delay.

Holders of Securities which are validly tendered, and not duly withdrawn, before 5:00 p.m. New York City It’s time May 26, 2022unless extended or terminated earlier (the “Advance Bid Deadline”) and accepted for Purchase, will receive Full Consideration (as set forth below) of $1,062.50 by $1,000 principal amount of the Notes together with accrued and unpaid interest up to but not including the settlement date. Holders of Notes which are validly tendered, and not duly withdrawn, after the Early Tender Time but no later than the Expiry Time, and accepted for purchase, will receive the Tender Offer Consideration. purchase (as shown below) of $1,037.50 by $1,000 the principal amount of the Notes, which is the Total Consideration less the Early Offering Premium (as shown below), together with accrued and unpaid interest up to, but not including, the settlement date.

Payment for Notes validly tendered, and not properly withdrawn, on or before the Early Tender Time and accepted for purchase may be made at JT Ryerson’s option promptly after the Early Tender Time. Payment for Notes validly tendered and not properly withdrawn after the Early Tender Time and no later than the Expiration Time and accepted for purchase will be made promptly after the Expiration Time. The expected early settlement date is May 31, 2022.

The following table summarizes the material terms in determining the aggregate consideration to be received under the Offer by $1,000 principal amount of the Bonds which are validly tendered, and not properly withdrawn, before the Early Offering Time, together with the tender offer consideration to be received under the Offering by $1,000 principal amount of Securities which are validly tendered, and not correctly withdrawn, after the Early Tender Time but no later than the Expiration Time:





Per $1,000 Principal Amount of Notes

security title

CUSIP
Number

AGGREGATE
The principal amount
Exceptional

Maximum bid
Rising (1)

Take-over bid
Consideration(2)

Early
Tender
Prime

Total
Consideration(2)(3)

8.50%
Secure
deadline 2026

Senior
Remarks

48088L AB3
(Rule 144A)
and

U4830L AB4
(Rule S)

$182,155,000

$75,000,000

$1,037.50

$25

$1,062.50

(1) Represents the maximum aggregate principal amount of Notes that will be accepted for purchase by JT Ryerson, excluding accrued and unpaid interest.

(2) By $1,000 principal amount of Notes validly tendered and accepted for purchase by JT Ryerson. Excludes accrued and unpaid interest, which will be paid on Notes accepted for purchase by JT Ryerson, as described in the Offer to Purchase.

(3) Includes the Early Tender Bonus for Notes validly tendered by the Early Tender Time and accepted for purchase by JT Ryerson.

JT Ryerson intends to finance the purchase of the Deposited Notes (i) with cash on hand and/or (ii) by borrowing under the Company’s revolving credit facility.

The obligations of JT Ryerson to accept for purchase and pay for the applicable Notes validly tendered under the Offer are subject to certain customary conditions. If, at the Early Tender Time, the aggregate principal amount of Notes validly tendered is equal to or greater than the Maximum Tender Amount, JT Ryerson does not expect to accept for purchase Notes validly tendered after the Tender Time. anticipated. In the event that the aggregate principal amount of the Notes validly tendered by the Early Tender Time exceeds the Maximum Tender Amount, the pro rata will be determined in accordance with the terms set forth in the Offer to Purchase at the Tender Time. anticipated. If, at the Early Tender Time, the aggregate principal amount of Notes validly deposited is less than the Maximum Tender Amount, JT Ryerson expects to accept for purchase all validly tendered Notes no later than the Early Tender Time. without pro rata. In such event, JT Ryerson also expects to accept for purchase Notes validly tendered after the Early Tender Time and no later than the Expiry Time, up to the Maximum Tender Amount, and if the amount aggregate principal amount of all Notes tendered on the expiry date exceeds the Maximum Tender Amount, only Securities validly tendered after the Early Tender Time and no later than the Expiration Time will be tendered pro rata.

Deposited tickets may be withdrawn no later than 5:00 p.m., New York City It’s time May 26, 2022, (the “Withdrawal Deadline”) unless extended by JT Ryerson in its sole discretion. The full terms and conditions of the offer are set out in the offer to purchase, copies of which may be obtained by contacting DF King & Co., Inc., the information agent for the offer, at 48 Wall Street, 22n/a Stage, New York, NY 10005, by phone: banks and brokers call: (212) 269-5550, all others call toll free: (800) 488-8075, or by email: [email protected]. BofA Securities, Inc. is acting as dealer manager for the Offering. Additional information regarding the offering may be obtained by contacting BofA Securities, Inc., Attention: Debt Advisory, Bank of America Tower, 620 S. Tryon Street20th floor, Charlotte, North Carolina 28255, by phone: at (980) 388-0539 (call collect), or by email: [email protected].

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 Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal which are being distributed to Noteholders. The 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 Offer or the acceptance thereof would not be in accordance to 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.

SOURCERyerson Holding Corporation

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