RUSSEL METALS ANNOUNCES INAUGURAL OFFERING OF INVESTMENT GRADE SENIOR UNSECURED NOTES

Rhea-AI Summary

Russel Metals (TSX: RUS) has announced a $300 million offering of senior unsecured notes with a 4.423% coupon rate and five-year maturity, due in 2030. The notes have received a provisional BBB (low) rating with a stable trend from DBRS

The offering represents a strategic move to establish lower-cost term debt in the company's capital structure. The notes feature a flexible structure without financial or maintenance covenants and will rank equally with other unsecured and unsubordinated indebtedness.

The private placement is being led by RBC Capital Markets and Scotia Capital Inc. as Joint Lead Agents and Joint Bookrunners, with closing expected around March 28, 2025. The proceeds will be used for general corporate purposes.

Positive

• Secured $300 million in new financing through investment grade notes
• Achieved lower cost of debt with 4.423% coupon rate
• Obtained BBB (low) investment grade rating with stable trend
• Notes structure provides flexibility with no financial or maintenance covenants

Negative

• Increases company's debt obligations by $300 million

• $300 MILLION OFFERING OF SENIOR UNSECURED NOTES
• 4.423% COUPON AND FIVE YEAR MATURITY
• RE-ESTABLISHES A BASE LEVEL OF LOWER COST TERM DEBT IN THE CAPITAL STRUCTURE

TORONTO, March 20, 2025 /PRNewswire/ - Russel Metals Inc. (TSX: RUS) announces that it has priced an offering (the "Offering") of $300 million aggregate principal amount of 4.423% senior unsecured notes due 2030 (the "Notes").  The net proceeds from the Offering are expected to be used for general corporate purposes. The Notes have been assigned a provisional rating of BBB (low), with a stable trend, by DBRS Limited.

Martin L. Juravsky, Executive Vice President and CFO of Russel Metals commented, "This opportunistic note offering is the result of Russel Metals multi-year journey to strengthen and reshape our business portfolio and redesign the balance sheet with an investment grade approach.  We are pleased to reestablish a base level of term debt, with a lower cost and more flexible structure, as the notes do not include any financial or maintenance covenants."

The Notes will be senior unsecured obligations of Russel Metals that will rank equally with all other present and future unsecured and unsubordinated indebtedness and will be guaranteed on a senior unsecured basis by certain of Russel Metals subsidiaries. The Notes are being offered on a private-placement basis in each of the Provinces of Canada with reliance upon exemptions from the prospectus requirements under applicable securities laws.

The Offering is being led by RBC Capital Markets and Scotia Capital Inc., as Joint Lead Agents and Joint Bookrunners. The closing of the Offering is expected to be on or about March 28, 2025, subject to customary closing conditions.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes in any jurisdiction. The Notes have not been approved or disapproved by any regulatory authority. The Notes have not been and will not be qualified for distribution to the public under the securities laws of any province or territory of Canada and will only be sold to "accredited investors" under applicable Canadian securities laws. The Notes will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will not be offered or sold within the United States.

About Russel Metals Inc.

Russel Metals is one of the largest metals distribution companies in North America, with a growing focus on value added processing.  It carries on business in three segments: metals service centers, energy products and steel distributors.  Its network of metals service centers carries an extensive line of metal products in a wide range of sizes, shapes and specifications, including carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel, aluminum and other non-ferrous specialty metals.  Its energy products operations carry a specialized product line focused on the needs of energy industry customers.  Its steel distributors operations act as master distributors selling steel in large volumes to other steel service centers and large equipment manufacturers mainly on an "as is" basis.

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Cautionary Statement on Forward-Looking Information

Certain statements contained in this press release constitute forward-looking statements or information within the meaning of applicable securities laws relating to, among other things, the anticipated benefits of the Offering.  The completion of the Offering is subject to general market and other conditions and there can be no assurance that the Offering will be completed or that the terms of the Offering will not be modified. Forward-looking statements are often, but not always, identified by the use of words such as "expect", "may", "will", "could", "might", "should", "believe" and similar expressions.  Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us, inherently involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

While we believe that the expectations reflected in our forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct, and our forward-looking statements included in this press release should not be unduly relied upon.  These statements speak only as of the date of this press release and, except as required by law, we do not assume any obligation to update our forward-looking statements.

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SOURCE Russel Metals Inc.

FAQ

What is the interest rate and maturity of Russel Metals' (RUSMF) new senior unsecured notes?

The notes carry a 4.423% coupon rate and will mature in 2030, representing a five-year term.

What is the credit rating assigned to RUSMF's new senior unsecured notes?

DBRS has assigned a provisional rating of BBB (low) with a stable trend to the notes.

How will RUSMF use the proceeds from the $300 million notes offering?

The net proceeds from the offering are expected to be used for general corporate purposes.

What are the key features of RUSMF's new senior unsecured notes?

The notes are senior unsecured obligations without financial or maintenance covenants, ranking equally with other unsecured debt and guaranteed by certain Russel Metals subsidiaries.