UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2020

Ryerson Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-34735

(Commission File Number)

26-1251524

(I.R.S. Employer Identification No.)

227 W. Monroe St., 27th Floor, Chicago, IL 60606

(Address of principal executive offices and zip code)

(312) 292-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2020 (the “Fourth Amendment Effective Date”), Ryerson Holding Corporation (the “Company”) entered into Amendment No. 4 to the Credit Agreement (the “Fourth Amendment”) by and among the Company, Joseph T. Ryerson & Son, Inc. (“JTR”), the wholly-owned subsidiary of the Company, and certain directly and indirectly wholly-owned subsidiaries of JTR as borrowers (such subsidiaries together with JTR, the “Borrowers”), certain directly and indirectly wholly-owned subsidiaries of JTR as guarantors of obligations under the Credit Agreement as amended by the Fourth Amendment (such subsidiaries and the Company, “Guarantors”), the lender parties thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and collateral agent. The Fourth Amendment amends the Credit Agreement, dated as of July 24, 2015 (as amended by the First Amendment, dated as of November 16, 2016, the Second Amendment, dated as of June 28, 2018 and the Third Amendment, dated as of September 23, 2019, the “Original Credit Agreement” and as further amended by the Fourth Amendment, the “Amended Credit Agreement”), by and among the Borrowers, the Guarantors, the lenders party thereto and Bank of America, as administrative agent and collateral agent. The Fourth Amendment extends the maturity date of the Amended Credit Agreement to November 5, 2025. The aggregate facility size of $1 billion remains unchanged.  The Fourth Amendment also adds the ability to convert up to $100 million of commitments under the Amended Credit Agreement into a “first-in, last-out” subfacility (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 the Fourth Amendment Effective Date.

Amounts outstanding under the Amended Credit Agreement bear interest at a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America’s prime rate and the one-month LIBOR rate plus 1.00%) or (B) a LIBOR rate. The spread over the base rate is between 0.25% and 0.50% and the spread over the LIBOR rate is between 1.25% and 1.50%, depending on the amount available to be borrowed under the Amended Credit Facility, and subject to a LIBOR floor of 0.25%.  The spread with respect to the FILO Facility, if any, will be determined at the time the commitments under the Amended Credit Agreement are converted into such FILO Facility.  Overdue amounts during the existence of a default bear interest at 2% 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.

Pursuant to the Fourth Amendment, certain provisions, including certain negative covenant baskets, of the Amended Credit Agreement have been revised to more closely align with the equivalent provisions of the indenture governing JTR’s 8.50% Senior Secured Notes due 2028 (the “2028 Notes”). In addition, after giving effect to the Fourth Amendment, redemptions and open market purchases of the 2028 Notes will no longer be restricted by the Amended Credit Agreement’s negative covenant that limits payments of certain indebtedness. All other material terms of the Amended Credit Facility remain unchanged from the Original Credit Agreement. For additional information about the terms of the Original Credit Facility, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2015, November 16, 2016, June 29, 2018 and September 27, 2019, the relevant portions of which are incorporated herein by reference.

A copy of the Fourth Amendment, which includes the Amended Credit Agreement, is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The above description of the Fourth Amendment and the Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the texts of the Fourth 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.

Item 8.01. Other Events.

The Company issued a press release relating to the closing of the Fourth Amendment to the Credit Agreement. That press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference as if set forth in full.

Item 9.01. Financial Statements and Exhibits.

Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

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: November 9, 2020