UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 14, 2025, Reliance, Inc. (the “Company”) entered into a Term Loan Agreement (the “Term Loan Agreement”) among the Company, as borrower, Bank of America N.A., as the administrative agent, Wells Fargo Bank, National Association, PNC Bank National Association, and U.S. Bank National Association as co-syndication agents, JPMorgan Chase Bank, N.A. as documentation agent, and the other lenders party thereto. BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC and U.S. Bank National Association are joint lead arrangers and joint bookrunners.
The Term Loan Agreement provides for a $400 million term loan that was fully drawn at closing, and has a maturity date of August 14, 2028. Funds provided under the Term Loan Agreement were used to repay the Company’s $400 million of senior unsecured notes maturing August 15, 2025.
The Term Loan Agreement is not guaranteed by any of the Company’s subsidiaries and is unsecured.
At the Company’s option, borrowings under the Term Loan Agreement will bear interest at either the Secured Overnight Financing Rate (“SOFR”) or a base rate, in each case plus the applicable interest rate margin.
Borrowings will initially bear interest at SOFR plus 0.75% per annum through and including the date of delivery of a compliance certificate for the fiscal quarter ending September 30, 2025, and thereafter the interest rate will fluctuate between SOFR plus 0.75% per annum and SOFR plus 1.25% per annum (or at the base rate plus up to 0.250% per annum), based upon the Company’s Total Net Leverage Ratio (as defined in the Term Loan Agreement) at such time.
The Term Loan Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants (subject to certain exceptions and baskets). A maximum Total Net Leverage Ratio is the only financial maintenance covenant in the Term Loan Agreement.
The Term Loan Agreement also contains usual and customary events of default, including non-payment of principal, interest, fees and other amounts, breach of a representation or warranty, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material judgments, incurrence of certain ERISA liabilities, impairment of loan documentation, and change of control.
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The Company may voluntarily prepay term loan under the Term Loan Agreement, in whole or in part, without premium or penalty, subject to certain conditions.
The foregoing description of the Term Loan Agreement is qualified in its entirety by reference to the text of the Term Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | Term Loan Agreement, dated August 14, 2025, among Reliance, Inc., as borrower, Bank of America N.A., as the administrative agent, Wells Fargo Bank, National Association, PNC Bank National Association, and U.S. Bank National Association as co-syndication agents, JPMorgan Chase Bank, N.A. as documentation agent, and the other lenders party thereto. |
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SIGNATURES
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.
| RELIANCE, INC. | ||
| Dated: August 15, 2025 | By: | /s/ William A. Smith II |
| William A. Smith II | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
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