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
Second Amendment to RSA
On June 8, 2017, A.M. Castle Co. (the Company) and four of its
subsidiaries entered into a Second Amendment to Restructuring
Support Agreement with its Consenting Creditors (as such term is
defined in the RSA)(the Second Amendment). The subsidiaries are
Keystone Tube Company, LLC, HY-Alloy Steels Company, Keystone
Service, Inc. and Total Plastics, Inc. The Consenting Creditors
are the beneficial holders (or investment advisors or managers
for such beneficial holders) of claims against, or interests in,
the Company and such subsidiaries. The purposes of the amendment
were: (i) to amend section 7(a)(ii) of the RSA so that the
deadline by which the Company must commence its Chapter 11 Cases
(as defined in the RSA) is extended from June 15, 2017, to June
20, 2017; and (ii) to amend the RSA to revise the defined term
Outside Date so that the deadline by which the Plan is required
to have become effective is extended, from 75 days after the date
of the filing of the chapter 11 petition to August 31, 2017.
subsidiaries entered into a Second Amendment to Restructuring
Support Agreement with its Consenting Creditors (as such term is
defined in the RSA)(the Second Amendment). The subsidiaries are
Keystone Tube Company, LLC, HY-Alloy Steels Company, Keystone
Service, Inc. and Total Plastics, Inc. The Consenting Creditors
are the beneficial holders (or investment advisors or managers
for such beneficial holders) of claims against, or interests in,
the Company and such subsidiaries. The purposes of the amendment
were: (i) to amend section 7(a)(ii) of the RSA so that the
deadline by which the Company must commence its Chapter 11 Cases
(as defined in the RSA) is extended from June 15, 2017, to June
20, 2017; and (ii) to amend the RSA to revise the defined term
Outside Date so that the deadline by which the Plan is required
to have become effective is extended, from 75 days after the date
of the filing of the chapter 11 petition to August 31, 2017.
The foregoing description is a summary and is qualified in its
entirety by reference to the Second Amendment to Restructuring
Support Agreement dated June 8, 2017, as amended, attached hereto
as Exhibit 99.1.
entirety by reference to the Second Amendment to Restructuring
Support Agreement dated June 8, 2017, as amended, attached hereto
as Exhibit 99.1.
Item 7.01 – Regulation FD Disclosure
On June 9, 2017, the Company issued a press release announcing
the Second Amendment, as disclosed in Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.2 and is
incorporated herein by this reference.
the Second Amendment, as disclosed in Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.2 and is
incorporated herein by this reference.
The information included in this Form 8-K under Item 7.01 and
Exhibit 99.2 is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to liabilities
of that Section, unless the Company specifically states that the
information is to be considered filed under the Exchange Act or
incorporates it by reference into a filing under the Exchange Act
or the Securities Act of 1933, as amended.
Exhibit 99.2 is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to liabilities
of that Section, unless the Company specifically states that the
information is to be considered filed under the Exchange Act or
incorporates it by reference into a filing under the Exchange Act
or the Securities Act of 1933, as amended.
Item 8.01 – Other Events
As previously disclosed in the Companys Current Report on Form
8-K filed on May 15, 2017, on that date the Company commenced a
solicitation of votes to accept or reject its Prepackaged Joint
Chapter 11 Plan of Reorganization (the Plan) from the holders of
Prepetition First Lien Secured Claims, Prepetition Second Lien
Secured Claims, and Prepetition Third Lien Secured Claims, as
such terms are defined in the Plan. The voting deadline on the
Plan was June 2, 2017. In dollar value, 50% of the votes cast by
holders of both the Prepetition First Lien Secured Claims and the
Prepetition Second Lien Secured Claims, as well as 79.24% of the
votes cast by holders of the Prepetition Third Lien Secured
Claims, approved the Plan. In the aggregate, 98.32% of the voting
secured creditors by dollar value voted in favor of the Plan.
Additionally, a majority of voting holders in number in each
class approved the Plan, with an aggregate of 88.68% of voting
holders in number approving the Plan.
8-K filed on May 15, 2017, on that date the Company commenced a
solicitation of votes to accept or reject its Prepackaged Joint
Chapter 11 Plan of Reorganization (the Plan) from the holders of
Prepetition First Lien Secured Claims, Prepetition Second Lien
Secured Claims, and Prepetition Third Lien Secured Claims, as
such terms are defined in the Plan. The voting deadline on the
Plan was June 2, 2017. In dollar value, 50% of the votes cast by
holders of both the Prepetition First Lien Secured Claims and the
Prepetition Second Lien Secured Claims, as well as 79.24% of the
votes cast by holders of the Prepetition Third Lien Secured
Claims, approved the Plan. In the aggregate, 98.32% of the voting
secured creditors by dollar value voted in favor of the Plan.
Additionally, a majority of voting holders in number in each
class approved the Plan, with an aggregate of 88.68% of voting
holders in number approving the Plan.
The Company cautions that trading in its securities during the
pendency of any chapter 11 cases for the Company would be highly
speculative and pose substantial risks. Trading prices for the
Companys securities may not bear any substantive relationship to
the probable outcome for security holders in the Chapter 11
Cases. If the reorganization contemplated by the Plan is
consummated, all existing equity interests of the Company,
including common stock and any outstanding preferred stock,
warrants or options, will be extinguished.
pendency of any chapter 11 cases for the Company would be highly
speculative and pose substantial risks. Trading prices for the
Companys securities may not bear any substantive relationship to
the probable outcome for security holders in the Chapter 11
Cases. If the reorganization contemplated by the Plan is
consummated, all existing equity interests of the Company,
including common stock and any outstanding preferred stock,
warrants or options, will be extinguished.
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 report and the Company
assumes no obligation to update the information included in
this report. 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 timely conclude definitive documentation for,
and to satisfy all conditions to the consummation of, new money
commitments from our creditors, any required
debtor-in-possession or exit financing or other Plan
agreements; 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 our anticipated chapter 11
cases, including any required approvals of our assumption of
the new money commitment or any required debtor-in-possession
financing or exit financing; our ability to maintain strategic
control as debtor-in-possession; the availability of the
Bankruptcy Court for hearing on our motions, which may affect
the timing of any required approvals and our emergence from our
anticipated chapter 11 cases; our ability to confirm and
consummate a chapter 11 plan of reorganization in our
anticipated chapter 11 cases; the effects of the filing of our
anticipated chapter 11 cases on our business and the interests
of various constituents; the bankruptcy courts rulings in our
anticipated chapter 11 cases, as well the outcome of any such
case in general; the length of time that we may operate under
chapter 11 protection and the continued availability of
operating capital during the pendency of our anticipated
chapter 11 cases; risks associated with third party motions or
objections in our anticipated chapter 11 cases, which may
interfere with our ability to confirm and consummate a chapter
11 plan of reorganization; the potential adverse effects of our
anticipated chapter 11 cases 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 reorganization. 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 and our Quarterly Report on Form
10-Q for the first quarter ended March 31, 2017. 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.
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 report and the Company
assumes no obligation to update the information included in
this report. 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 timely conclude definitive documentation for,
and to satisfy all conditions to the consummation of, new money
commitments from our creditors, any required
debtor-in-possession or exit financing or other Plan
agreements; 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 our anticipated chapter 11
cases, including any required approvals of our assumption of
the new money commitment or any required debtor-in-possession
financing or exit financing; our ability to maintain strategic
control as debtor-in-possession; the availability of the
Bankruptcy Court for hearing on our motions, which may affect
the timing of any required approvals and our emergence from our
anticipated chapter 11 cases; our ability to confirm and
consummate a chapter 11 plan of reorganization in our
anticipated chapter 11 cases; the effects of the filing of our
anticipated chapter 11 cases on our business and the interests
of various constituents; the bankruptcy courts rulings in our
anticipated chapter 11 cases, as well the outcome of any such
case in general; the length of time that we may operate under
chapter 11 protection and the continued availability of
operating capital during the pendency of our anticipated
chapter 11 cases; risks associated with third party motions or
objections in our anticipated chapter 11 cases, which may
interfere with our ability to confirm and consummate a chapter
11 plan of reorganization; the potential adverse effects of our
anticipated chapter 11 cases 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 reorganization. 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 and our Quarterly Report on Form
10-Q for the first quarter ended March 31, 2017. 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.
Item 9.01 – Financial Statements and Exhibits
|
Exhibit Number
|
Description
|
|
|
99.1
|
Second Amendment to Restructuring Support Agreement
dated as of June 8, 2017, by and among A.M. Castle Co., Total Plastics, Inc., Hy-Alloy Steels Company, Keystone Tube Company, LLC, Keystone Service, and the Consenting Creditors party thereto. |
|
|
99.2
|
Press release dated June 9, 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.
