A.M. Castle & Co. (OTCMKTS:CASL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Third Amendment to Credit and Guaranty Agreement
On May 4, 2017, the Company and certain of its subsidiaries
entered into a Third Amendment to Credit and Guaranty Agreement
(the Third Amendment) with respect to the Credit and Guaranty
Agreement dated December 8, 2016, by and among the Company,
certain of its subsidiaries, the lenders party thereto, and
Cantor Fitzgerald Securities, as Administrative and Collateral
Agent, as amended. Under the Third Amendment, in order to provide
additional liquidity to the Company, the lenders party to the
agreement and the Agent agreed (i) to advance the date of the
Companys access to up to $12,500,000 of term loan borrowing
availability under its existing credit facilities to May 10, 2017
(from the previously applicable date of June 12, 2017), and (ii)
to waive certain mandatory prepayment provisions as to the
contemplated receipt of certain funds by the Company from a
letter of credit cash collateral account related to its
Janesville, Wisconsin location.
The foregoing description is a summary and is qualified in its
entirety by reference to the Third Amendment, which is attached
hereto as Exhibit 10.1 and incorporated herein by this reference.
Item 8.01 Other Events
On May 4, 2017, the Company issued the press release attached
hereto as Exhibit 99.1 and incorporated herein by this reference.
Cautionary Note Regarding Forward-Looking
Statements
Information provided and statements contained in this Current
Report on Form 8-K or the Exhibits hereto are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (Securities
Act), Section 21E of the Securities Exchange Act of 1934, as
amended (Exchange Act), and the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements only speak as
of the date of this release and the Company assumes no obligation
to update the information included in this release. Such
forward-looking statements include information concerning our
possible or assumed future results of operations, including
descriptions of our business strategy, and the cost savings and
other benefits that we expect to achieve from our restructuring.
These statements often include words such as believe, expect,
anticipate, intend, predict, plan, should, or similar
expressions. These statements are not guarantees of performance
or results, and they involve risks, uncertainties, and
assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results
of operations and could cause actual results to differ materially
from those in the forward-looking statements. These factors
include or relate to: our ability to obtain sufficient
acceptances in connection with our solicitation of debt holder
support; our ability to obtain the bankruptcy courts approval
with respect to motions or other requests made in any necessary
chapter 11 case, including maintaining strategic control as
debtor-in-possession; our ability to confirm and consummate a
chapter 11 plan of reorganization in any necessary chapter 11
case; the effects of the filing of any necessary chapter 11 case
on our business and the interests of various constituents; the
bankruptcy courts rulings in any necessary chapter 11 case, as
well as the outcome of any such case in general; the length of
time that we may operate under any necessary chapter 11
protection and the continued availability of operating capital
during the pendency of any necessary chapter 11 case; risks
associated with third party motions or objections in any
necessary chapter 11 case, which may interfere with our ability
to confirm and consummate a chapter 11 plan of reorganization;
the potential adverse effects of any necessary chapter 11 case on
our liquidity or results of operations; our ability to execute
the Companys business and financial reorganization plan; and
increased advisory costs to execute our restructuring. Other
factors include our ability to effectively manage our operational
initiatives and restructuring activities, the impact of
volatility of metals prices, the cyclical and seasonal aspects of
our business, our ability to effectively manage inventory levels,
our ability to successfully complete the remaining steps in our
strategic refinancing process, and the impact of our substantial
level of indebtedness, as well as including those risk factors
identified in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, our Current Report on Form 8-K filed
April 7, 2017, and our Quarterly Report on Form 10-Q for the
first quarter ended March 31, 2017, which we will file shortly.
All future written and oral forward-looking statements by us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to
above. Except as required by the federal securities laws, we do
not have any obligations or intention to release publicly any
revisions to any forward-looking statements to reflect events or
circumstances in the future, to reflect the occurrence of
unanticipated events or for any other reason.
Item9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 |
Third Amendment to Credit and Guaranty Agreement, dated as of May 4, 2017, by and among the Company, certain of its subsidiaries, the Lenders party thereto, and Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent. |
|
| 99.1 | Press Release, dated May 4, 2017. | |
About A.M. Castle & Co. (OTCMKTS:CASL)
A. M. Castle & Co. is a specialty metals distribution company. The Company operates through two segments: Metal and Plastics. In its Metals segment, the Company focuses on distributing engineered specialty grades and alloys of metals, as well as providing specialized processing services. Its products include alloy, aluminum, nickel, stainless steel, carbon and titanium. Inventories of these products assume various forms, such as plate, sheet, extrusions, round bar, hexagon bar, square and flat bar, tubing and coil. The Company’s Plastics segment includes its subsidiary, Total Plastics, Inc. (TPI). The Plastics segment stocks and distributes a range of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut-to-length, cut-to-shape, bending and forming according to customer specifications. The Company distributes and performs processing on both metals and plastics. A.M. Castle & Co. (OTCMKTS:CASL) Recent Trading Information
A.M. Castle & Co. (OTCMKTS:CASL) closed its last trading session up +0.020 at 0.140 with 674,013 shares trading hands.