Ryerson amends loan, waiving defaults arising from change of control

By Sara Rosenberg

New York, Aug. 23 - Ryerson Inc. amended its credit facility, waiving through Nov. 30 certain events of default arising in connection with a proxy contest change of control or a proxy contest cross default, according to an 8-K filed with the Securities and Exchange Commission Thursday.

A proxy contest change of control would result from the election of directors at the company's 2007 annual meeting of shareholders and a proxy contest cross default would result if this change of control caused a default under the company's notes.

In addition, the amendment reduced the borrowing base under the credit facility by an amount equal to 101% of the aggregate outstanding principal amount of its $150 million of 8¼% senior notes due Dec. 15, 2011 and its $175 million of 3.5% convertible senior notes due 2024.

The company has not obtained consents or waivers in connection with a change of control with respect to its 8¼% notes or its 3.5% notes.

Under the terms of the indentures governing the notes, a change in control gives each noteholder the right to require the company to repurchase all or any part of such holder's notes at a purchase price in cash equal to accrued and unpaid interest plus, for the 8¼% notes, 101% of the principal amount of those notes, and for the 3.5% notes, 100% of the principal amount of those notes.

The amendment was completed on Aug. 22.

JPMorgan is the administrative agent on the deal.

Ryerson is a Chicago-based distributor and processor of metals.

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