SEC Comment Letter for Ryerson Holding Corp (RYZ) (CIK 0001481582) (RYZ) — Jul 5, 2011
Ryerson Holding Corp (RYZ) (CIK 0001481582)
Date: July 5, 2011 · CIK: 0001481582 · Accession: 0000000000-11-040665
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-164484
Letter
July 5, 2011 Via Email Terence R. Rogers Chief Financial Officer Ryerson Holding Corporation 2621 West 15 th Place Chicago, IL 60608 Re: Ryerson Holding Corporation Amendment No. 12 to Registration Statement on Form S-1 Filed June 21, 2011 File No. 333-164484
Dear Mr. Rogers:
We have received your response to our pr ior comment letter to you dated June 9, 2011 and have the following additional comments. The Sponsor, page 8
1. Please include in the next amendment the amount of the termination fee that JT Ryerson will pay to Platinum Advisors. Report of Independent Registered Public Accounting Firm, page F-2
2. We note from your response to our prior comment four that you will remove the restrictive legend incl uded on the bottom of the report of the independent registered public accounting firm immediately prior to the planned effectiveness of the Company’s Form S-1 registration statement. Please re vise accordingly. The consent of the independent registered accountan t should be similarly revised. Note 20. Subsequent Events, page F-36
3. We note from your response to our prior comment seven that you will revise the historical financial statements and rela ted disclosures through out the Registration Statement to reflect the stock split retroactiv ely once the date and terms of the stock split have been determined. Please make these revisions in a future amendment to the registration statement.
Terence R. Rogers Ryerson Holding Corporation July 5, 2011 Page 2 Unaudited Interim Financial Statements for the Three Months Ended March 31, 2011
Balance Sheet
4. We note from your response to our prior comme nt 9 that you have reflected the payment of the termination fee to Platinum Advisors as part of long-term debt because you will increase your borrowings on the Ryerson Credit Facility to pay the fee. Please revise your disclosure in Note 13 to indicate that the planned payment of the fee will be made using additional borrowings under the Ryerson Credit Facility. Exhibit 23.1 Consent of Ernst & Young
5. Please include a currently dated consent of the independent regist ered certified public accounting firm in any future amendments to the Form S-1 registration statement. Other
6. In the event of a delay in the effectiveness of the Form S-1 registration statement, please update the financial statements and relate d disclosures as required by Rule 3-12 of Regulation S-X.
You may contact Claire Er langer at (202) 551-3301 or Linda Crvkel (202) 551-3813 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Chanda DeLong at (202) 551-3490 or me at (202) 551-3210 with any other questions.
Sincerely,
/s/ Susan Block
Susan Block Attorney-Advisor
cc: Mr. Jeffrey Fang, Esq.
via facsimile (212) 728-9656
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July 5, 2011 Via Email Terence R. Rogers Chief Financial Officer Ryerson Holding Corporation 2621 West 15 th Place Chicago, IL 60608 Re: Ryerson Holding Corporation Amendment No. 12 to Registration Statement on Form S-1 Filed June 21, 2011 File No. 333-164484 Dear Mr. Rogers: We have received your response to our pr ior comment letter to you dated June 9, 2011 and have the following additional comments. The Sponsor, page 8 1. Please include in the next amendment the amount of the termination fee that JT Ryerson will pay to Platinum Advisors. Report of Independent Registered Public Accounting Firm, page F-2 2. We note from your response to our prior comment four that you will remove the restrictive legend incl uded on the bottom of the report of the independent registered public accounting firm immediately prior to the planned effectiveness of the Company’s Form S-1 registration statement. Please re vise accordingly. The consent of the independent registered accountan t should be similarly revised. Note 20. Subsequent Events, page F-36 3. We note from your response to our prior comment seven that you will revise the historical financial statements and rela ted disclosures through out the Registration Statement to reflect the stock split retroactiv ely once the date and terms of the stock split have been determined. Please make these revisions in a future amendment to the registration statement. Terence R. Rogers Ryerson Holding Corporation July 5, 2011 Page 2 Unaudited Interim Financial Statements for the Three Months Ended March 31, 2011 Balance Sheet 4. We note from your response to our prior comme nt 9 that you have reflected the payment of the termination fee to Platinum Advisors as part of long-term debt because you will increase your borrowings on the Ryerson Credit Facility to pay the fee. Please revise your disclosure in Note 13 to indicate that the planned payment of the fee will be made using additional borrowings under the Ryerson Credit Facility. Exhibit 23.1 Consent of Ernst & Young 5. Please include a currently dated consent of the independent regist ered certified public accounting firm in any future amendments to the Form S-1 registration statement. Other 6. In the event of a delay in the effectiveness of the Form S-1 registration statement, please update the financial statements and relate d disclosures as required by Rule 3-12 of Regulation S-X. You may contact Claire Er langer at (202) 551-3301 or Linda Crvkel (202) 551-3813 if you have questions regarding comments on the fina ncial statements and related matters. Please contact Chanda DeLong at (202) 551-3490 or me at (202) 551-3210 with any other questions. Sincerely, /s/ Susan Block Susan Block Attorney-Advisor cc: Mr. Jeffrey Fang, Esq. via facsimile (212) 728-9656