UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2022
Ryerson Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-34735
(Commission File Number)
26-1251524
(IRS Employer Identification No.)
227 W. Monroe St., 27th Floor, Chicago, IL 60606
(Address of principal executive offices and zip code)
(312) 292-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value, 100,000,000 shares authorized | RYI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Closing of Secondary Offering and Share Repurchase
On May 13, 2022 the Company announced that it had closed the previously announced underwritten secondary offering (the “Offering”) of 3,500,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”), par value $0.01 per share, held by RYPS, LLC (the “Selling Stockholder”) and share repurchase (the “Share Repurchase”) from the Selling Stockholder, in a privately negotiated transaction, of 1,613,022 shares of the Common Stock for $47,680,940. Following the closing of the Offering, the Company is no longer a “controlled company” within the meaning of the corporate governance standards of The New York Stock Exchange. The press release announcing the closing of the Offering and Share Repurchase is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the opinion of Willkie Farr & Gallagher LLP relating to the validity of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit Number | Description | |
5.1 | Opinion of Willkie Farr & Gallagher LLP. | |
23.1 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1). | |
99.1 | Press Release, dated May 13, 2022, issued by Ryerson Holding Corporation. | |
104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 13, 2022
RYERSON HOLDING CORPORATION | ||||
By: | /s/ James J. Claussen | |||
Name: | James J. Claussen | |||
Title: | Executive Vice President and Chief Financial Officer |
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