Rhombus Merger Corporation Announces Receipt of the Requisite Consents and Pricing of the Tender Offer for the Notes of Ryerson
05 October 2007 - 8:36AM
PR Newswire (US)
CHICAGO, Oct. 4 /PRNewswire-FirstCall/ -- Rhombus Merger
Corporation (the "Purchaser"), a wholly owned subsidiary of Rhombus
Holding Corporation ("Parent") announced today the results to date
and pricing terms of its previously announced tender offer and
consent solicitation (together, the "Offer") for the 8-1/4% Senior
Notes due 2011 of Ryerson Inc. ("Ryerson") (CUSIP No. 78375PAG2)
(the "Notes"). Purchaser was formed solely for the purpose of
merging with and into Ryerson, which will be the surviving
corporation of the merger and a wholly owned subsidiary of Parent.
As of 5:00 p.m., New York City time, on October 4, 2007 (the
"Consent Payment Deadline"), tenders and consents had been received
from holders of $145.1 million (96.7%) in aggregate principal
amount of the Notes. Accordingly, the requisite consents to adopt
the proposed amendments to the indenture governing the Notes have
been received. Subject to the conditions of the Offer being
satisfied or waived, a supplemental indenture effecting the
proposed amendments described in the Offer to Purchase and Consent
Solicitation Statement, dated September 21, 2007 (the "Offer to
Purchase"), will be executed. The total consideration for each
$1,000 principal amount of Notes validly tendered and not withdrawn
prior to the Consent Payment Deadline is $1,080.11, which includes
a consent payment of $30.00 per $1,000 principal amount of Notes
validly tendered and not withdrawn. The total consideration was
determined by reference to a fixed spread of 50 basis points over
the yield, based on the bid price, of the 3.375% U.S. Treasury Note
due December 15, 2008, which was calculated at 2:00 p.m., New York
City time, today. The Reference Yield and the Offer Yield, as such
terms are used in the Offer to Purchase, are 4.062% and 4.562%,
respectively. The Purchaser's obligation to accept for purchase,
and to pay for, Notes validly tendered pursuant to the Offer is
subject to the satisfaction of certain conditions including: (1)
the consummation of the merger of Purchaser with and into Ryerson;
(2) concurrent financing; and (3) certain other customary
conditions. Assuming all conditions to the Offer are satisfied or
waived, the Company expects the initial payment date for the Offer
to be on or about October 19, 2007, on which date the Company will
accept for purchase all Notes tendered at least one business day
prior to such acceptance date. Holders of such Notes will receive
accrued and unpaid interest on such Notes up to, but not including,
the initial payment date. Holders of Notes validly tendered on or
after the initial payment date, but before the Expiration Date
(defined below), will receive accrued and unpaid interest on the
Notes up to, but not including, the final payment date, which is
expected to be on or promptly following the Expiration Date. The
Offer is scheduled to expire at 8:00 a.m., New York City time, on
October 22, 2007 (the "Expiration Date"). Holders tendering their
Notes after the Consent Payment Deadline but on or prior to the
Expiration Date for the Offer and such Notes are accepted for
purchase will receive the Tender Offer Consideration as defined in
the Offer to Purchase, but will not receive the Consent Payment.
The complete terms and conditions of the Offer are described in the
Offer to Purchase, copies of which may be obtained by contacting
Global Bondholder Services Corporation, the information agent for
the Offer, at (212) 430-3774 (collect) or (866) 807-2200 (U.S.
toll-free). Banc of America Securities LLC is the exclusive dealer
manager and solicitation agent for the Offer. Additional
information concerning the Offer may be obtained by contacting Banc
of America Securities LLC, High Yield Special Products, at (704)
388-9217 (collect) or (888) 292-0070 (U.S. toll-free). This press
release is not 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. DATASOURCE: Ryerson
Inc. CONTACT: Banc of America Securities LLC, toll free,
1-888-292-0070, or collect, +1-704-388-9217, for Ryerson Inc.
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