13D Filing: Whitebox Advisors and AM Castle & Co (CASLQ)

The foregoing summary of the Stockholders Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholders Agreement filed herewith as Exhibit 4, which is incorporated herein by reference.

Pursuant to the Plan, on the Effective Date, the Issuer and the recipients of certain of its securities under the Plan, including the Reporting Persons, entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Issuer has granted registration rights to those recipients who are party to the Registration Rights Agreement (the “Investors”) with respect to certain Registrable Securities.

Initial Registration. Pursuant to the Registration Rights Agreement, the Issuer is required to prepare a registration statement on Form S-3 covering the resale of Initial Registrable Securities (as defined in the Registration Rights Agreement) and, as soon as reasonably practicable, file the registration statement with the SEC. The registration statement must be filed on or before the later of (i) 90 days after the Effective Date and (ii) the date specified in a written notice to the Issuer by the holders of at least a majority of the Registrable Securities (calculated on an as-converted basis). The registration statement must cover (i) the shares of Common Stock issued to the Investors pursuant to the Plan plus (ii) 125% of the number of shares of Common Stock issuable upon conversion of the Convertible Notes issued pursuant to the Plan (without regard to any payments made in respect of any premium, make-whole premium or fundamental change) as of the trading day immediately preceding the filing deadline for registration statement and, to the extent permitted by SEC guidance, must also include an indeterminate number of shares of Common Stock issuable upon conversion of the Convertible Notes as a result of adjustments to the conversion rate pursuant to the indenture for the Convertible Notes. The term “Initial Registrable Securities” includes (i) all shares of the Common Stock beneficially owned by the Investors as of the business day prior to the date of the initial filing of such registration statement, (ii) all shares of Common Stock issued or issuable pursuant to the terms of Convertible Notes beneficially owned by the Investors as of such date, and (iii) any shares of capital stock issued or issuable with respect to the Convertible Notes or the Common Stock described in clause (i) or (ii) as a result of any stock split, stock dividend, recapitalization, exchange or similar event. The Issuer will be required to use its commercially reasonable efforts to have the registration statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.

Additional Registration. From time to time, the Investors may, by written notice to the Issuer, request that an amount of Additional Registrable Securities be registered on a registration statement filed with the SEC. The term “Additional Registrable Securities” means, as of any time, (i) any shares of Common Stock beneficially owned by Investors (including as a result of the beneficial ownership of Convertible Notes or other derivative securities) whose resale is not then covered by any registration statement that has been filed pursuant to the Registration Rights Agreement and is either effective or is in the process of being cleared by the SEC and (ii) any shares of capital stock of the Issuer issued or issuable with respect to the Notes or the New Common Stock, as applicable, as a result of any stock dividend, stock split, combination, reorganization and similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Convertible Notes. If the Issuer receives such notices with respect to an amount of Additional Registrable Securities representing, on an as-converted basis, at least 1.0% of the outstanding shares of Common Stock, the Issuer will be required to prepare a registration statement covering the resale of Additional Registrable Securities and, as soon as reasonably practicable, file the registration statement with the SEC. The registration statement must be filed within 30 days after the Issuer’s receipt of the notice triggering such filing obligation. The registration statement must register for resale at least that number of shares of Common Stock equal to the amount of Additional Registrable Securities determined as of the business day prior to the date such registration statement is initially filed with the SEC, subject to adjustment as provided in the Stockholders Agreement. Under the Registration Rights Agreement, the Issuer must provide notice to the Investors of the anticipated filing date of the registration statement not less than five business days prior to the anticipated filing date, and each Investor is required to notify the Issuer of the number of shares of Common Stock to be included by it in the registration statement not later than the third business day after receipt of such notice from the Issuer. The Issuer will be required to use its commercially reasonable effort to have each such registration statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the date which is the earlier of (x) 90 calendar days after the earlier of the filing date of such registration statement and 30 days after the Issuer’s receipt of the notice triggering such filing obligation and (y) the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.

The term “Registrable Securities” means the Initial Registrable Securities and the Additional Registrable Securities; provided, however, Registrable Securities shall cease to constitute Registrable Securities to the extent such securities may be sold pursuant to Rule 144 promulgated under the Securities Act (or any similar provision then in force) without regard to