Page 9 of 13 – SEC Filing
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 9 of 10 |
The Convertible Notes may not be redeemed by the Issuer in whole or in part at any time, subject to certain exceptions provided under the Convertible Notes Indenture. In addition, if a Fundamental Change occurs at any time, each holder of any Convertible Notes has the right to require the Issuer to repurchase such holder’s Convertible Notes for cash at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, subject to certain exceptions.
The Issuer must use the net proceeds of material sales of collateral, which proceeds are not used for other permissible purposes, to make an offer of repurchase to holders of the Convertible Notes. Indebtedness with respect to the Convertible Notes is subject to acceleration upon the occurrence of specified defaults or events of default, including failure to pay principal or interest, the inaccuracy of any representation or warranty of any obligor under the Convertible Notes, failure by an obligor under the Second Lien Notes to perform certain covenants, the invalidity or impairment of the Indenture Agent’s lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.
Interest on the Second Lien Notes accrues at the rate of 5.00%, except that the Issuer may, in certain circumstances, pay at the rate of 7.00% in kind.
The foregoing summary of the Convertible Notes Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Convertible Notes Indenture filed herewith as Exhibit 6, which is incorporated herein by reference.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement on September 11, 2017 with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| Exhibit 1: | Joint Filing Agreement, dated September 11, 2017, between Whitebox Advisors LLC and Whitebox General Partner LLC |
| Exhibit 2: | Executive Officers and Board of Managers of Whitebox Advisors LLC |
| Exhibit 3: | Board Members of Whitebox General Partner LLC |
| Exhibit 4: | Stockholders Agreement dated as of August 31, 2017 by and among A. M. Castle & Co. and certain beneficial owners or holders of Common Stock party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-A filed with the SEC on August 31, 2017) |
| Exhibit 5: | Registration Rights Agreement dated as of August 31, 2017 by and among A. M. Castle & Co. and certain beneficial owners or holders of Common Stock party thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-A filed with the SEC on August 31, 2017) |
| Exhibit 6: | Indenture dated August 31, 2017, between A.M. Castle & Co., certain of its subsidiaries and Wilmington Savings Fund Society, FSB, as Trustee and Collateral Agent (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on September 6, 2017) |
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