CHICAGO, May 10, 2016 /PRNewswire/ -- Ryerson
Holding Corporation (NYSE: RYI) announced today that its wholly
owned subsidiary, Joseph T. Ryerson
& Son, Inc. ("JT Ryerson"), is commencing a cash tender offer
and consent solicitation (the "Offer") for any and all of the
outstanding aggregate principal amount of its outstanding 9% Senior
Secured Notes due 2017 (the "Notes"). The tender offer is scheduled
to expire at 11:59 p.m., New York City time, on June 7, 2016, unless extended or earlier
terminated (the "Expiration Time").
In connection with the offer to purchase, JT Ryerson is
soliciting consents to certain proposed amendments to the indenture
governing the Notes to eliminate substantially all of the
restrictive covenants, certain events of default and related
provisions. Holders may not tender their Notes without delivering
consents or deliver consents without tendering their Notes.
Holders of the Notes that are validly tendered and not properly
withdrawn prior to 5:00 p.m.,
New York City time on May 23, 2016, unless extended or earlier
terminated (the "Consent Time"), and accepted for purchase, will
receive the total consideration (as discussed below) of
$1,022.50 per $1,000 principal amount of the Notes, together
with accrued and unpaid interest up to, but not including, the
settlement date. Holders of the Notes that are validly tendered and
not properly withdrawn after the Consent Time but on or prior to
the Expiration Time, and accepted for purchase, will receive the
tender offer consideration (as discussed below) of $922.50 per $1,000
principal amount of the Notes, which is the total consideration
less the consent payment (as discussed 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properly withdrawn on or prior to the Consent Time and accepted for
purchase may be made at the option of JT Ryerson promptly after the
Consent Time. Payment for Notes validly tendered and not properly
withdrawn after the Consent Time and on or prior to the Expiration
Time and accepted for purchase will be made promptly after the
Expiration Time. The expected early settlement date is May 24, 2016.
The following table summarizes terms material to the
determination of the total consideration to be received in the
Offer per $1,000 principal amount of
Notes that are validly tendered and not withdrawn prior to the
Consent Time, as well as the tender offer consideration to be
received in the Offer per $1,000
principal amount of Notes that are validly tendered after the
Consent Time but on or prior to the Expiration Time:
Title of
Security
|
CUSIP
No.
|
Outstanding
Principal Amount
|
Tender Offer
Consideration (per $1,000 principal amount, as
applicable)
|
Consent Payment
(per $1,000 principal amount, as applicable)
|
Total
Consideration (per $1,000 principal amount, as
applicable)
|
9% Senior Secured
Notes due 2017 issued by JT Ryerson
|
78375RAB9
|
$569.9
million
|
$992.50
|
$30.00
|
$1,022.50
|
JT Ryerson intends to fund the purchase of the Notes tendered
and the payment of consents received in the Offer with the net
proceeds from a concurrent offering (the "New Notes Offering"), in
a transaction exempt from registration under the Securities Act of
1933, as amended, by JT Ryerson of $650
million aggregate principal amount of Senior Secured Notes
due 2022 of JT Ryerson (together, the "New Notes").
JT Ryerson's obligations to accept for purchase, and to pay for,
the applicable Notes validly tendered pursuant to the Offer is
subject to (1) consummation of the New Notes Offering and (2)
certain other customary conditions.
The complete terms and conditions of the Offer is described in
the Company's Offer to Purchase and Consent Solicitation Statement,
dated May 10, 2016 (the "Offer to
Purchase") respectively, copies of which may be obtained by
contacting Ipreo LLC, the information agent for the Offer, at (212)
849-3880 (collect) or (888) 593-9546 (U.S. toll-free). BofA Merrill
Lynch is the dealer manager for the Offer and the solicitation
agent for the Consent Solicitation. 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, 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 the holders of Notes. The tender offer is not
being made to, nor will tenders be accepted from, or on behalf of,
holders of Notes in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/joseph-t-ryerson--son-inc-launches-tender-offer-and-consent-solicitation-for-its-9-senior-secured-notes-due-2017-300266397.html
SOURCE Ryerson Holding Corporation