Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2023, OS Holdings, Inc. ("OS Holdings"), an Ohio corporation and a wholly-owned subsidiary of Olympic Steel, Inc., an Ohio corporation (the "Company"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with Metal-Fab, Inc., a Kansas corporation ("Metal-Fab"), the sellers party thereto (collectively, the "Sellers") and a representative of the Sellers. Pursuant to the terms of the Purchase Agreement, on January 3, 2023, OS Holdings purchased all of the outstanding shares of capital stock of Metal-Fab from the Sellers for a cash purchase price of $131.0 million, subject to a final working capital adjustment. Metal-Fab, which is based in Wichita, Kansas, is a manufacturer of venting, micro air and clean air products for residential, commercial and industrial applications.

The above summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.2 and is incorporated herein by reference.

Additionally on January 3, 2023, the Company and certain of its wholly-owned direct and indirect domestic subsidiaries (collectively with the Company, the "Borrowers") entered into the Joinder and Sixth Amendment to Third Amended and Restated Loan and Security Agreement (the "Sixth Amendment"), with the lenders party thereto (the "Lenders") and Bank of America, N.A., as agent for the Lenders (the "Agent").

The Sixth Amendment amends the Third Amended and Restated Loan and Security Agreement, dated as of December 8, 2017 (as amended, the "Loan Agreement"), among the Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Agent, for purposes of, among other things, increasing the commitments under the revolving credit facility from $475.0 million to $625.0 million and joining OS Holdings and Metal-Fab as Borrowers under the Loan Agreement.

The above summary of the Sixth Amendment is qualified in its entirety by reference to the Sixth Amendment, which is attached hereto as Exhibit 4.32 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement and the acquisition of Metal-Fab is incorporated herein by reference into this Item 2.01.

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 in Item 1.01 of this Current Report on Form 8-K regarding the Sixth Amendment and the Loan Agreement is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The Company will provide the financial statements required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(b) Pro forma financial information.

The Company will provide the pro forma financial information required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.



Exhibit
  No.                                   Description
  2.2       Stock Purchase Agreement, dated as of January 3, 2023, among Olympic
          Steel, Inc., OS Holdings, Inc., Metal-Fab, Inc., the sellers party
          thereto and the representative of the sellers.

 4.32       Joinder and Sixth Amendment to Third Amended and Restated Loan and
          Security Agreement, dated as of January 3, 2023, among Olympic Steel,
          Inc., Olympic Steel Lafayette, Inc., Olympic Steel Minneapolis, Inc.,
          Olympic Steel Iowa, Inc., Oly Steel NC, Inc., IS Acquisition, Inc.,
          Chicago Tube and Iron Company, B Metals, Inc., MCI, Inc., ACT
          Acquisition, Inc., SHAQ, Inc., OS Holdings, Inc., Metal-Fab, Inc., the
          lenders from time to time party thereto and Bank of America, N.A. as
          Agent for the Lenders.

  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses