Filing Details

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This Schedule 13D Amendment No. 1 (this “Amendment No. 1”) relates to the shares of common stock, par value $0.01 per share (“Common Stock”) of A. M. Castle & Co., a Maryland corporation (the “Company”), which has its principal executive offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois 60523. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

The Reporting Persons initially acquired shares of Common Stock upon extinguishment of certain debt obligations of the Company in its Chapter 11 bankruptcy reorganization and the cancellation and extinguishment of the Company’s prior common stock and issuance of the Common Stock to the Reporting Persons in 2017.

On February 27, 2020, Highbridge Tactical Credit Master Fund, L.P. (“Tactical Credit”) entered into a support and exchange agreement (the “Support Agreement”) with the Company pursuant to which Tactical Credit agreed, in connection with the Company’s future exchange offer and consent solicitation (the “Exchange Offer”), to tender its 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 issued by the Company (the “Old Notes”) in exchange for the Company’s 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the “New Notes”) and shares of Common Stock, and to consent to certain proposed amendments to the terms of the Old Notes. The New Notes will be convertible into shares of Common Stock at the option of holders.

The summary of the Support Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is filed as Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on February 27, 2020 (File No. 1-5415) and is incorporated by reference herein as Exhibit 5 hereto.

If the Exchange Offer is completed, the Company has agreed to call a special meeting of stockholders (or consider such matters at its upcoming annual meeting of stockholders) to be held as soon as reasonably practicable for stockholders of record as of a date occurring on or after the closing date of the Exchange Offer (which will include holders of Old Notes who receive shares of Common Stock in the Exchange Offer) to consider the following matters: (1) a proposal to amend the Company’s articles of amendment and restatement to increase the number of shares of Common Stock authorized for issuance, in order to provide a sufficient number of authorized shares of Common Stock for the issuance of shares upon conversion of the New Notes, (2) a proposal to amend the Company’s articles of amendment and restatement to effect a reverse stock split of shares of the Common Stock; and (3) any other matters properly brought before the meeting.

The Reporting Persons have engaged and may continue to engage in discussions with management, the Company’s board of directors, other stockholders and creditors of the

 

The Reporting Persons intend to review their investment in the Company on a continuing basis.  Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the financial position and strategic direction, actions taken by management or the board of directors of the Company, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, proposing or nominating director candidates to the board of directors of the Company, proposing changes in the operations, governance, capitalization (including, without limitation, implementing a share buyback program involving open market purchases, private transactions and/or some form of tender offer), use of capital, financial metrics, capital allocations, corporate structure, including acquisitions or dispositions of the Company, purchasing additional, or selling some or all of, their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate percentage of Common Stock reported owned by each Reporting Person is based upon 3,649,658 shares of Common Stock outstanding as of February 24, 2020, which was reported in the Company’s Form 10-K filed with the Securities and Exchange Commission on February 27, 2020.

Highbridge Capital has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 509,102 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 509,102 shares of Common Stock.

As of the date hereof, Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.) (“MSF International”) may be deemed the beneficial owner of the 425,848 shares of common stock, constituting 11.7% of the outstanding shares of Common Stock.

MSF International has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 425,848 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 425,848 shares of Common Stock.

Because of the relationship between the Reporting Persons and the other stockholders of the Company party to the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own a total of 2,297,722 shares of Common Stock, which represents the aggregate number of shares of Common Stock beneficially owned by the parties to the Stockholders Agreement and 63.0% of the total number of outstanding shares of Common Stock.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The Reporting Person’s response to Item 4 is incorporated by reference into this Item 6.

As of the date of this Amendment No. 1, the Reporting Persons held $60,962,432 in aggregate principal amount of the Old Notes.

Item 7.  Material to Be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

 

SIGNATURE

 

 

Dated: March 2, 2020

 

	Highbridge MSF International Ltd. (formerly known as 1992 MSF International Ltd.)
	By:	Highbridge Capital Management, LLC, solely in its capacity as Trading Manager
	By:	/s/ John Oliva
		Name:	John Oliva
		Title:	Managing Director

 

Name		Position and Present Principal Occupation		Citizenship		Business Address
Oliva, John, Leo		Chief Compliance Officer/Managing Director		United States		c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, New York 10172
Creatore, Marc, David		Chief Operating Officer/Managing Director		United States		c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, New York 10172
Cresswell, Richard, James		Chief Risk Officer/Executive Director		United States		c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, New York 10172
Parker, Julie, Elizabeth		Chief Legal Officer		United States		c/o Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, New York 10172

 

Name		Position		Present Principal Occupation		Citizenship		Business Address
Clive Harris		Director		Chartered Accountant (England & Wales)		United Kingdom		#7 Raleigh Harbour North 228 Raleigh Quay, Governor’s Harbour, West Bay, Grand Cayman
Richard C. Crawshaw		Director		Chartered Accountant (England & Wales)		United Kingdom		17 Silver Thatch Drive, George Town, Grand Cayman, Cayman Islands
Bernard Lozé		Director		Chairman and Founder of Lozé et		France		43 Avenue Marceau, 75116 Paris, France

 

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