RYERSON HOLDING CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance…
Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2022 (the "Fifth Amendment Effective Date"), Ryerson HoldingCorporation (the "Company") entered into Amendment No. 5 to the Credit Agreement(the "Fifth Amendment") by and among the Company, Joseph T. Ryerson & Son, Inc.("JTR"), the wholly-owned subsidiary of the Company, and certain directly andindirectly wholly-owned subsidiaries of JTR as borrowers (such subsidiariestogether with JTR, the "Borrowers"), certain directly and indirectlywholly-owned subsidiaries of JTR as guarantors of obligations under the CreditAgreement as amended by the Fifth Amendment (such subsidiaries and the Company,"Guarantors"), the lender parties thereto, and Bank of America, N.A. ("Bank ofAmerica"), as administrative agent and collateral agent. The Fifth Amendmentamends the Credit Agreement, dated as of July 24, 2015 (as amended by the FirstAmendment, dated as of November 16, 2016, the Second Amendment, dated as ofJune 28, 2018, the Third Amendment, dated as of September 23, 2019, and theFourth Amendment, dated as of November 5, 2020, the "Original Credit Agreement"and as further amended by the Fifth Amendment, the "Amended Credit Agreement"),by and among the Borrowers, the Guarantors, the lenders party thereto and Bankof America, as administrative agent and collateral agent. The Fifth Amendment,among other amendments, (i) increases the aggregate amount of the commitmentsunder the Amended Credit Agreement to $1.3 billion, (ii) extends the maturitydate of the Amended Credit Agreement to June 29, 2027 and (iii) modifies theloan pricing (as further described below). The Amended Credit Agreementmaintains the ability to convert up to $100 million of commitments under theAmended Credit Agreement into a "first-in, last-out" subfacility (the "FILOFacility"). Subject to certain limitations, such conversion can be made fromtime to time (but no more than twice in the aggregate) prior to the date that istwo years after the Fifth Amendment Effective Date.
Amounts outstanding under the Amended Credit Agreement bear interest at a ratedetermined by reference to (1) with respect to loans to U.S. Borrowers, (A) thebase rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America'sprime rate and one-month Term SOFR rate plus 1.00%) or (B) a Term SOFR rate and(2) with respect to loans to the Canadian Borrower, (A) the prime rate or baserate (the highest of the Federal Funds Rate plus 0.50%, Bank of America-CanadaBranch's commercial loan rate and one-month Term SOFR rate plus 1.00%), (B) aTerm SOFR rate (for loans denominated in Dollars) or (C) the Canadian DollarOffered Rate ("CDOR") (for loans denominated in Canadian Dollars). The spreadover the base rate is between 0.25% and 0.50% and the spread over the SOFR andCDOR rates is between 1.25% and 1.50%, depending on the amount available to beborrowed under the Amended Credit Agreement, and subject to SOFR and CDOR ratefloors of 0%; provided that such spreads shall be reduced by 0.125% if theleverage ratio set forth in the most recently delivered compliance certificateis less than or equal to 3.50 to 1.00. The spread with respect to the FILOFacility, if any, will be determined at the time the commitments under theAmended Credit Agreement are converted into such FILO Facility. Overdue amountsduring the existence of a default bear interest at 2% above the rate otherwiseapplicable thereto. Loans advanced under the FILO Facility may only be prepaidif all then outstanding revolving loans are repaid in full.
Pursuant to the Fifth Amendment, certain provisions, including certain negativecovenant baskets, of the Amended Credit Agreement have been revised to permitgreater flexibility. All other material terms of the Amended Credit Agreementremain unchanged from the Original Credit Agreement. For additional informationabout the terms of the Original Credit Facility, see the Company's CurrentReport on Form 8-K filed with the Securities and Exchange Commission on July 29,2015, November 16, 2016, June 29, 2018, September 27, 2019 and November 9, 2020,the relevant portions of which are incorporated herein by reference.
A copy of the Fifth Amendment, which includes the Amended Credit Agreement, isattached hereto as Exhibit 10.1 and is incorporated by reference herein. Theabove description of the Fifth Amendment and the Amended Credit Agreement doesnot purport to be complete and is subject to and qualified in its entirety byreference to the texts of the Fifth Amendment and the Amended Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference.
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Item 8.01 Other Events.
The Company issued a press release relating to the closing of the FifthAmendment to the Credit Agreement. That press release is filed as Exhibit 99.1to this Current Report on Form 8-K and is incorporated herein by reference as ifset forth in full.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
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RYERSON HOLDING CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...
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