Long-Term Debt | NOTE 8: LONG-TERM DEBT Long-term debt consisted of the following at June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 (In millions) Ryerson Credit Facility $ 132.5 $ 285.0 8.50% Senior Secured Notes due 2028 450.0 450.0 Foreign debt 25.0 12.1 Other debt 7.0 7.8 Unamortized debt issuance costs and discounts (13.6 ) (14.9 ) Total debt 600.9 740.0 Less: Short-term foreign debt 25.0 12.1 Less: Other short-term debt 1.8 1.7 Total long-term debt $ 574.1 $ 726.2 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. 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 “Old FILO Facility”). The Old FILO Facility was equal in subordination with the other borrowings under the revolving credit facility and matured as of June 30, 2020. The Old FILO Facility supplemented our borrowing capacity by providing additional collateral on eligible accounts receivable and inventory. On November 5, 2020, Ryerson entered into a fourth amendment to extend the maturity date to November 5, 2025 (as amended, the “Ryerson Credit Facility” or “Credit Facility”). The aggregate facility size of $1.0 billion remained unchanged. The fourth amendment also added the ability to convert up to $100 million of commitments under the Ryerson Credit Facility into a “first-in, last-out” sub-facility (the “FILO Facility”). Subject to certain limitations, such conversion can be made from time to time (but no more than twice in the aggregate) prior to the date that is two years after November 5, 2020. At June 30, 2021 , Ryerson had $133 million of outstanding borrowings, $12 million of letters of credit issued, and $830 million available under Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America, N.A.’s prime rate, and the one-month LIBOR rate plus 1.00%, however, in no event shall the base rate be less than 1.25%), or (B) a LIBOR rate (with a floor of 0.25%) or, (ii) for Ryerson Holding’s 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 (with a floor of 0.25%) plus 1.00%, or (C) the bankers’ acceptance rate, however, in no event shall the Canadian base rate or the Canadian prime rate be less than 1.25%). Until November 5, 2021 the spread over the base rate and prime rate is fixed at 0.50% and the spread over the LIBOR for the bankers’ acceptances is fixed at 1.50%. After November 5, 2021, the spread over the base rate and prime rate will be between 0.25% and 0.50% and the spread over the LIBOR for the bankers’ acceptances will be between 1.25% and 1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility. The spread with respect to the FILO Facility, if any, will be determined at the time the commitments under the Ryerson Credit Facility are converted into such FILO Facility. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.225%. Overdue amounts and all amounts owed during the existence of a default bear interest at 2.00% above the rate otherwise applicable thereto. Loans advanced under the FILO Facility may only be prepaid if all then outstanding revolving loans are repaid in full. 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 2.9 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 July 22, 2020, JT Ryerson issued $500 million in aggregate principal amount of its 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 11.0% Senior Secured Notes due 2022 (the “2022 Notes”) and (ii) pay related transaction fees, expenses, and premiums. During the fourth quarter of 2020, a principal amount of $50.0 million of the 2028 Notes was redeemed for $51.5 million and retired. As a result, $450 million in aggregate principal amount remained outstanding at June 30, 2021. See Note 17: Subsequent Events, for discussion of completed redemptions during third quarter 2021. 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 U.S. (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. On June 9, 2021, JT Ryerson delivered to holders of the 2028 Notes a notice of partial redemption of $100 million of aggregate principal amount of the 2028 Notes to occur on July 9, 2021 at a redemption price in cash of 104.000% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. JT Ryerson will fund the partial redemption using the proceeds of a sale leaseback transaction that closed on June 9, 2021. See Note 6: Leases for further discussion of the sale leaseback transaction. Additionally, on June 23, 2021, JT Ryerson delivered a notice of partial redemption of $50 million aggregate principal amount to the holders of its 2028 Notes to occur on July 23, 2021 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 will fund this redemption with cash available on hand. Upon completion of the partial redemptions in July 2021, $300 million of the aggregate principal amount of the 2028 Notes will remain outstanding. See Note 17: Subsequent Events, for discussion of completed redemptions during third quarter 2021. The Company evaluated the redemption options within the 2028 Notes for embedded derivatives and determined that one redemption option required bifurcation as it is not clearly and closely related to the debt agreement. The Company determined the fair value of the embedded derivative as of December 31, 2020 was $2.3 million and recorded it within other current assets in the Condensed Consolidated Balance Sheet. As of June 30, 2021, the fair value was determined to be $1.3 million with the change of $1.0 million recognized within other income and (expense), net on the Condensed Consolidated Statements of Comprehensive Income. Refer to Note 11: Derivatives and Fair Value Measurements for further discussion of the embedded derivative. 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. 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. Foreign Debt At June 30, 2021, Ryerson China’s foreign borrowings were $25.0 million, which were owed to banks in Asia at a weighted average interest rate of 3.8% per annum and secured by inventory and property, plant, and equipment. At December 31, 2020, Ryerson China’s foreign borrowings were $12.1 million rate of 3.6% Availability under the foreign credit lines was $22 million and $35 million at June 30, 2021 and December 31, 2020, respectively. Letters of credit issued by our foreign subsidiaries were $6 million at June 30, 2021 and December 31, 2020. |