Page 4 of 15 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
This Schedule 13D
(this “Schedule 13D“) relates to the common stock, par value $0.01 per share (the “Common Stock“)
of A.M. Castle & Co., a Maryland corporation (the “Issuer“). The address of the principal executive offices
of the Issuer is 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523.
| Item 2. | IDENTITY AND BACKGROUND. |
(a), (f) This statement is filed by Highbridge Capital Management, LLC, a Delaware limited liability company (“Highbridge
Capital“) and 1992 MSF International Ltd. (“MSF International” and, together with Highbridge Capital,
the “Reporting Persons“), a Cayman Islands exempted company. Highbridge Capital serves as the trading manager
of MSF International and 1992 Tactical Credit Master Fund, L.P., a Cayman Islands exempted limited partnership (“1992 Tactical”
and together with MSF International, the “Funds“) with respect to the shares of Common Stock directly held by
the Funds.
(b) The principal business address of MSF International is c/o HedgeServ (Cayman) Ltd., Willow House, Cricket
Square 3rd Floor, George Town, Grand Cayman. The principal business address of each of the other Reporting Persons is 40 West 57th
Street, 32nd Floor, New York, New York 10019.
(c) Highbridge Capital is primarily engaged
in the business of providing management services to investment funds and is the investment manager of the Funds. MSF
International is primarily engaged in investing in securities.
(d) None of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting
Persons have not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result
of such proceedings, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or violation with respect to such laws.
Schedule A attached hereto sets forth
the information required by Instruction C of the instructions to Schedule 13D.
The filing of this statement should not be construed
as an admission that the Reporting Persons were, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act“), the beneficial owner of the Common Stock reported herein.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
On August 31, 2017 (the “Effective Date“),
the Issuer and certain of its direct subsidiaries (collectively, the “Debtors“) emerged from bankruptcy (the “Reorganization“)
pursuant to a joint prepackaged plan of reorganization under chapter 11 of the United States Bankruptcy Code (the “Plan“).
In connection with the Reorganization and pursuant
to the Plan, the Reporting Persons received 398,005 shares of Common Stock and $34,251,356 aggregate principal amount of the Issuer’s
5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the “Convertible Notes“) in respect of claims
with respect to $54,195,672 aggregate principal amount of the Issuer’s 12.75% Senior Secured Notes due 2018 (the “2018
Notes“).
