UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On August 3, 2023 Ryerson Holding Corporation (the “Company”), RYPS, LLC (the “Selling Stockholder”) and J.P. Morgan Securities LLC (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 4,000,000 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 August 4, 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.
| Item 8.01 | Other Events |
On August 3, 2023, the Company issued a press release announcing the launch of the Offering, which is filed herewith as Exhibit 99.1 and incorporated by reference herein.
On August 4, 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.
| 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 | |
| 1.1 | Underwriting Agreement, dated August 3, 2023, among Ryerson Holding Corporation, RYPS, LLC and J.P. Morgan Securities LLC. | |
| 99.1 | Press Release, dated August 3, 2023, issued by Ryerson Holding Corporation. | |
| 99.2 | Press Release, dated August 4, 2023, 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: August 7, 2023
| RYERSON HOLDING CORPORATION | ||
| By: | /s/ James J. Claussen | |
| Name: | James J. Claussen | |
| Title: | Executive Vice President and Chief Financial Officer | |
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