Long-Term Debt | NOTE 7: LONG-TERM DEBT Long-term debt consisted of the following at September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 (In millions) Ryerson Credit Facility $ 310.0 $ 377.7 8.50% Senior Secured Notes due 2028 500.0 — 11.00% Senior Secured Notes due 2022 — 587.9 Foreign debt 7.4 13.2 Other debt 8.2 9.5 Unamortized debt issuance costs and discounts (11.6 ) (6.5 ) Total debt 814.0 981.8 Less: Ryerson Credit Facility - "first in, last out" subfacility — 34.3 Less: Short-term foreign debt 7.4 13.2 Less: Other short-term debt 1.7 1.7 Total long-term debt $ 804.9 $ 932.6 Ryerson Credit Facility On November 16, 2016, Ryerson entered into an amendment with respect to its $1.0 billion revolving credit facility (as amended, the “Old Credit Facility”), to reduce the total facility size from $1.0 billion to $750 million, reduce the interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and to extend the maturity date to November 16, 2021. The Old Credit Facility was amended a second time on June 28, 2018, to increase the facility size from $750 million to $1.0 billion (the “Ryerson Credit Facility”). On September 23, 2019, a third amendment was entered into to supplement the facility and add a U.S. “first-in, last-out” sub-facility of $67.9 million (the “FILO Facility”). The FILO facility is equal in subordination with the other borrowings under the Ryerson Credit Facility and matured as of June 30, 2020. The FILO facility supplemented our borrowing capacity by providing additional collateral on eligible accounts receivable and inventory. The aggregate facility size of $1.0 billion remains unchanged. At September 30, 2020 , Ryerson had $310.0 million of outstanding borrowings, $11 million of letters of credit issued, and $237 million available under The Ryerson Credit Facility has an allocation of $940 million to the Company’s subsidiaries in the United States and an allocation of $60 million to Ryerson Holding’s Canadian subsidiary that is a borrower. Amounts outstanding under the Ryerson Canadian subsidiary that is a borrower, (A) a rate determined by reference to the Canadian base rate (the greatest of the Federal Funds Rate plus 0.50 %, Bank of America-Canada Branch’s “base rate” for commercial loans in U.S. Dollars made at its “base rate”, and the 30 day LIBOR rate plus 1.00 %), (B) the prime rate (the greater of Bank of America-Canada Branch’s “prime rate” for commercial loans made by it in Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate plus 1.00 %), or (C) the bankers’ acceptance rate. The spread over the base rate and prime rate is between 0.25 % and 0.50 % and the spread over the LIBOR for the bankers’ acceptances is between 1.25 % and 1.50 %, depending on the amount available to be borrowed under the Ryerson Credit Facility. Amounts outstanding under the FILO Facility b ore interest at the same rates as listed above for U.S. borrowings, however the spread over the base rate wa s between 1.25 % and 1.50 % and the spread over the LIBOR rate wa s between 2.25 % and 2.50 %, depending on the amount available to be borrowed under the Ryerson Credit Facility. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.23 %. Overdue amounts and all amounts owed during the existence of a default bear interest at 2 % above the rate otherwise applicable thereto. We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. In June 2019, we entered into an interest rate swap to fix interest on $60 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.729% through June 2022. In November 2019, we entered into another interest rate swap to fix interest on $100 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.539% through November 2022. Both of 3.2 Borrowings under the Ryerson The Ryerson Ryerson Ryerson The Ryerson Ryerson Ryerson The lenders under the Ryerson Ryerson Net repayments of short-term borrowings that are reflected in the Condensed Consolidated Statements of Cash Flows represent borrowings under the Ryerson 2022 and 2028 Notes On May 24, 2016, JT Ryerson issued the 2022 Notes that bore interest at a rate of 11.00% per annum. The 2022 Notes and the related guarantees were secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash deposit accounts and certain other assets and proceeds thereof, which were secured pursuant to a second-priority security interest), subject to certain exceptions and customary permitted liens. During the first nine months of 2019, a principal amount of $11.6 million of the 2022 Notes were repurchased for $11.8 million and retired, resulting in the recognition of a $0.2 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. During the first six months of 2020, a principal amount of $57.6 million of the 2022 Notes were repurchased for $56.7 million and retired, resulting in the recognition of a $0.9 million gain within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. On July 22, 2020, JT Ryerson distributed an irrevocable notice of redemption to the holders of its 2022 Notes. The redemption of the remaining $530.3 million of JT Ryerson’s outstanding 2022 Notes occurred on August 21, 2020. On July 22, 2020, JT Ryerson satisfied and discharged the indenture governing the 2022 Notes. On July 22, 2020, JT Ryerson issued $500 million in aggregate principle amount of its 8.50% senior secured notes due 2028 (the “2028 Notes”). The 2028 Notes bear interest at a rate of 8.50% per annum. The 2028 Notes are fully and unconditionally guaranteed on a senior secured basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility. The net proceeds from the issuance of the 2028 Notes, along with available cash, were used to (i) redeem all of the 2022 Notes and (ii) pay related transaction fees, expenses, and premiums. The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” in accounting for the issuance of the 2028 Notes and redemption of the 2022 Notes. It was determined that while the issuance was private, the terms of the issuance were similar to a public debt issuance due to the facts that (i) no single investor or small group of investors The 2028 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash deposit accounts and certain other assets, and proceeds thereof, which are secured pursuant to a second-priority security interest), subject to certain exceptions and customary permitted liens. The 2028 Notes will be redeemable, in whole or in part, at any time on or after August 1, 2023 at certain redemption prices. The redemption price for the 2028 Notes if redeemed during the twelve months beginning (i) August 1, 2023 is 104.250%, (ii) August 1, 2024 is 102.125%, and (iii) August 1, 2025 and thereafter is 100.000%. All redemption amounts also include accrued and unpaid interest, if any, to, but not including, the redemption date. JT Ryerson may also redeem some or all of the 2028 Notes before August 1, 2023 at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium. In addition, JT Ryerson may redeem up to 40% of the outstanding 2028 Notes before August 1, 2023 with the net cash proceeds from certain equity offerings at a price equal to 108.500% of the principal amount of the Notes, plus accrued but unpaid interest, if any, to, but not including, the redemption date. Furthermore, JT Ryerson may redeem the 2028 Notes at any time and from time to time prior to August 1, 2023 in an aggregate principal amount equal to up to 10% of the original aggregate principal amount of the 2028 Notes during each twelve month period commencing on July 22, 2020 at a redemption price of 103.000%, plus accrued and unpaid interest, if any, to, but not including, the redemption date. JT Ryerson may also redeem the 2028 Notes at any time prior to August 1, 2022 in an aggregate principal amount equal to $100.0 million on a one-time basis from the net cash proceeds received from the sale of real property, at a redemption price of 104.000% plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, JT Ryerson may be required to make an offer to purchase the 2028 Notes upon the sale of certain assets or upon a change of control. The 2028 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers, or consolidations, or create liens or use assets as security in other transactions. On September 30, 2020, JT Ryerson delivered to the holders of its 2028 Notes a notice of partial redemption of $50 million aggregate principal amount of the 2028 Notes. The partial redemption is scheduled to occur on October 30, 2020 at a redemption price in cash of 103.000% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. JT Ryerson expects to fund the redemption using available cash on hand. Upon completion of the partial redemption, $450 million of the aggregate principal amount of the 2028 Notes will remain outstanding. Foreign Debt At September 30, 2020, Ryerson China’s foreign borrowings were $7.4 million, which were owed to banks in Asia at a weighted average interest rate of 3.9% per annum and secured by inventory and property, plant, and equipment. At December 31, 2019, Ryerson China’s foreign borrowings were $13.2 million rate of 4.3% Availability under the foreign credit lines was $39 million and $32 million at September 30, 2020 and December 31, 2019, respectively. Letters of credit issued by our foreign subsidiaries were $4 million and $3 million at September 30, 2020 and December 31, 2019, respectively. |