SEC Comment Letter for Ryerson Holding Corp (RYZ) (CIK 0001481582) (RYZ) — May 15, 2013
Ryerson Holding Corp (RYZ) (CIK 0001481582)
Date: May 15, 2013 · CIK: 0001481582 · Accession: 0000000000-13-026741
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 18, 2013
Letter
May 15, 2013 Via E -mail Michael C. Arnold Chief Executive Officer and President Ryerson Holding Corporation 227 W. Monroe, 27th Floor Chicago, IL 60606
Re: Ryerson Holding Corporation Amendment No. 1 5 to Registration Statement on Form S -1 Filed May 6, 2013 File No. 333 -164484
Dear Mr. Arnold :
We have reviewed your response to our comment s in our letter dated April 18, 2013 and have the following additional comment s. Please note that the page numbers referenced below refer to the marked copy of your filing.
Prospectus Summary, page 1
1. Please revise to disclose, in an appropriate place in your prospectus summary section a brief summary of the board nomination right s that Platinum will receive pursuant to the Investor Rights Agreement .
Our Company, page 1
Lean Operating Structure Providing Operating Leverage, page 6
2. We note your revised disclosure on pages 6 and 60 regarding the ave rage number of inventory days in 2011. Please revise to address the fact that th e number of inventory days rose in 2012 as compared to the number of inventory days in 2011.
Our Strategy, page 7
Expand Margins, page 7
3. We note your disclosure in the first paragraph on page 7 regardin g your gross margins as a percentage of sales, excluding LIFO expense. Please revise to disclose why you have excluded this expense or include a cross -reference to such disclosure in your document.
Michael C. Arnold Ryerson Holding Corporation May 15, 2013 Page 2
4. Please revise the second paragraph of this section to d isclose the percentage of your capital expenditures that have gone toward upgrading and adding plat e and long processing capabilities throughout your operational footprint in the last two years . Similarly revise at page 61.
Summary Historical Consolidate d Financial and other Data, page 15
5. We note your response to our prior comment number 16 and the changes that have been made to pages 15 and 16 of the registration statement in response to our prior comment. However, we do not believe the revisions made to the registration statement were fully responsive to our prior comment. As previously requested, please revise your disclosure to explain why you believe the non -GAAP measure “Adjusted EBITDA, excluding LIFO” provides useful information to investors and to the extent material disclose the additional purposes if any for the Company’s management uses this non -GAAP measure. Your current disclosures only provide this information for the non -GAAP measures “EBITDA” and “Adjusted EBITDA”.
Risk Factors, page 17
6. Please add risk factor disclosure to discuss risks associated with Platinum’s board nomination rights pursuant to the Investor Rights Agreement.
Use of Proceeds, page 31
7. Please rev ise to disclose the related transaction fees, expenses and premiums that you expect to pay in connection with this offering.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
Contractual Obligations, page 49
8. We note your response to previous comment 21. Once the Company determine s the expected payments it intends to make using the offering proceeds, please revise the pro forma table of contractual obligations to give effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund th e termination payment to be made to Platinum.
Report of Independent Registered Public Accounting Firm, page F -2
9. We note your response to our prior comment 62, and reissue the comment. Prior to the planned effectiveness of the Company’s Form S -1 registr ation statement, please remove the restrictive legends included on the report and the consent of the independent registered public accounting firm.
Michael C. Arnold Ryerson Holding Corporation May 15, 2013 Page 3
Note 20. Subsequent Events, page F -41
10. We note your response to our prior comment 27 and reissue the com ment. Once the date and terms of the stock split have been determined, please revise the historical financial statements and related disclosures throughout the registration statement to give retroactive effect to the stock split.
Other
11. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of Regulation S -X at the planned effective date of the registration statement.
12. Please provide a currently dated consent from the independent public accountants in any future amendments to the S -1 registration statement.
You may contact Effie Simpson (202) 551 -3346 or Linda Crvkel (202) 551 -3813 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski (202) 551 -3666 or me at (202) 551 -3210 with any other questions.
Sincerely,
/s/ Susan Block
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May 15, 2013 Via E -mail Michael C. Arnold Chief Executive Officer and President Ryerson Holding Corporation 227 W. Monroe, 27th Floor Chicago, IL 60606 Re: Ryerson Holding Corporation Amendment No. 1 5 to Registration Statement on Form S -1 Filed May 6, 2013 File No. 333 -164484 Dear Mr. Arnold : We have reviewed your response to our comment s in our letter dated April 18, 2013 and have the following additional comment s. Please note that the page numbers referenced below refer to the marked copy of your filing. Prospectus Summary, page 1 1. Please revise to disclose, in an appropriate place in your prospectus summary section a brief summary of the board nomination right s that Platinum will receive pursuant to the Investor Rights Agreement . Our Company, page 1 Lean Operating Structure Providing Operating Leverage, page 6 2. We note your revised disclosure on pages 6 and 60 regarding the ave rage number of inventory days in 2011. Please revise to address the fact that th e number of inventory days rose in 2012 as compared to the number of inventory days in 2011. Our Strategy, page 7 Expand Margins, page 7 3. We note your disclosure in the first paragraph on page 7 regardin g your gross margins as a percentage of sales, excluding LIFO expense. Please revise to disclose why you have excluded this expense or include a cross -reference to such disclosure in your document. Michael C. Arnold Ryerson Holding Corporation May 15, 2013 Page 2 4. Please revise the second paragraph of this section to d isclose the percentage of your capital expenditures that have gone toward upgrading and adding plat e and long processing capabilities throughout your operational footprint in the last two years . Similarly revise at page 61. Summary Historical Consolidate d Financial and other Data, page 15 5. We note your response to our prior comment number 16 and the changes that have been made to pages 15 and 16 of the registration statement in response to our prior comment. However, we do not believe the revisions made to the registration statement were fully responsive to our prior comment. As previously requested, please revise your disclosure to explain why you believe the non -GAAP measure “Adjusted EBITDA, excluding LIFO” provides useful information to investors and to the extent material disclose the additional purposes if any for the Company’s management uses this non -GAAP measure. Your current disclosures only provide this information for the non -GAAP measures “EBITDA” and “Adjusted EBITDA”. Risk Factors, page 17 6. Please add risk factor disclosure to discuss risks associated with Platinum’s board nomination rights pursuant to the Investor Rights Agreement. Use of Proceeds, page 31 7. Please rev ise to disclose the related transaction fees, expenses and premiums that you expect to pay in connection with this offering. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 38 Contractual Obligations, page 49 8. We note your response to previous comment 21. Once the Company determine s the expected payments it intends to make using the offering proceeds, please revise the pro forma table of contractual obligations to give effect to the use of offering proceeds as well as any drawdowns on the Credit Facility that will be made to fund th e termination payment to be made to Platinum. Report of Independent Registered Public Accounting Firm, page F -2 9. We note your response to our prior comment 62, and reissue the comment. Prior to the planned effectiveness of the Company’s Form S -1 registr ation statement, please remove the restrictive legends included on the report and the consent of the independent registered public accounting firm. Michael C. Arnold Ryerson Holding Corporation May 15, 2013 Page 3 Note 20. Subsequent Events, page F -41 10. We note your response to our prior comment 27 and reissue the com ment. Once the date and terms of the stock split have been determined, please revise the historical financial statements and related disclosures throughout the registration statement to give retroactive effect to the stock split. Other 11. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of Regulation S -X at the planned effective date of the registration statement. 12. Please provide a currently dated consent from the independent public accountants in any future amendments to the S -1 registration statement. You may contact Effie Simpson (202) 551 -3346 or Linda Crvkel (202) 551 -3813 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski (202) 551 -3666 or me at (202) 551 -3210 with any other questions. Sincerely, /s/ Susan Block Susan Block Attorney -Advisor cc: Via E -mail Christopher Greer, Esq. Willkie Farr & Gallagher LLP