Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On February 24, 2023, Ryerson Holding Corporation (the “Company”), RYPS, LLC (the “Selling Stockholder”) and J.P. Morgan (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, an aggregate of 2,486,580 shares (the “Shares”) of common stock, par value $0.01 per share of the Company (the “Offering”). The Selling Stockholder will receive all of the proceeds from the Offering, but the Company will bear the costs associated with the sale of the Shares, other than underwriting discounts and commissions.
The Offering is being made pursuant to a prospectus supplement, dated February 24, 2023, to the prospectus dated January 29, 2021, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-252568), initially filed with the Securities and Exchange Commission on January 29, 2021, and declared effective on February 12, 2021.
The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholder of the Shares to the Underwriter, customary representations, warranties and covenants by the Company, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.
The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Share Repurchase Agreement
On February 24, 2023, the Company entered into a share repurchase agreement (the “Share Repurchase Agreement”) with the Selling Stockholder pursuant to which the Company intends to separately repurchase 1,513,420 shares of the Company’s common stock directly from the Selling Stockholder (the “Share Repurchase”). The Company expects to fund the Share Repurchase with cash on hand. The Share Repurchase is expected to be consummated concurrently with the closing of the Offering. Although the Share Repurchase will be conditioned upon, among other things, the closing of the Offering, the closing of the Offering will not be conditioned upon the closing of the Share Repurchase.
The foregoing summary of the material terms of the Share Repurchase Agreement is qualified in its entirety by the Share Repurchase Agreement, which is attached as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On February 24, 2023, the Company issued a press release announcing the launch of the Offering and concurrent Share Repurchase, which is filed herewith as Exhibit 99.1 and incorporated by reference herein.
On February 24, 2023, the Company issued a press release announcing the pricing of the Offering, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.
