Filing Details
- Accession Number:
- 0000950142-20-000957
- Form Type:
- 13D Filing
- Publication Date:
- 2020-03-31 17:21:08
- Filed By:
- Wolverine Asset Management Llc
- Company:
- A. M. Castle & Co. (NYSE:CTAM)
- Filing Date:
- 2020-03-31
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wolverine Asset Management | 0 | 14,690,912 | 0 | 14,690,912 | 14,690,912 | 17.3% |
| Wolverine Holdings | 0 | 14,690,912 | 0 | 14,690,912 | 14,690,912 | 17.3% |
| Wolverine Trading Partners, Inc | 0 | 14,690,912 | 0 | 14,690,912 | 14,690,912 | 17.3% |
| Christopher L. Gust | 0 | 14,690,912 | 0 | 14,690,912 | 14,690,912 | 17.3% |
| Robert R. Bellick | 0 | 14,690,912 | 0 | 14,690,912 | 14,690,912 | 17.3% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| |
| SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* |
| |
| A.M. Castle & Co. |
| (Name of Issuer) |
| |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
| |
| 148411 309 |
| (CUSIP Number) |
| |
| Keri L. Kelly Wolverine Asset Management, LLC 175 W. Jackson Blvd., Suite 340 Chicago, IL 60604 (312) 884-4400 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| March 27, 2020 |
| (Date of Event which Requires Filing of this Statement) |
| |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐ |
| |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. |
| |
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| |
| The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wolverine Asset Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☒ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 14,690,912 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 14,690,912 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,690,912 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3% | |
| 14 | TYPE OF REPORTING PERSON IA | |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wolverine Holdings, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 14,690,912 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 14,690,912 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,690,912 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3% | |
| 14 | TYPE OF REPORTING PERSON HC | |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wolverine Trading Partners, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 14,690,912 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 14,690,912 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,690,912 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3% | |
| 14 | TYPE OF REPORTING PERSON CO/HC | |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher L. Gust | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 14,690,912 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 14,690,912 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,690,912 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3% | |
| 14 | TYPE OF REPORTING PERSON IN/HC | |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert R. Bellick | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 14,690,912 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 14,690,912 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,690,912 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3% | |
| 14 | TYPE OF REPORTING PERSON IN/HC | |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 7 of 12 |
Explanatory Note
This Schedule 13D Amendment No. 2 (this “Amendment
No. 2”) 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. 2 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 to add the following:
On March 27, 2020, the Company completed an exchange transaction (the “Exchange”), whereby it issued new
3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the “New Notes”) and shares of its Common Stock in exchange for its existing 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (the “Old Notes”). Approximately $190,200,285
in aggregate principal amount of the Old Notes were tendered and accepted in the Exchange. Pursuant to the terms of the Exchange, the Company issued a total of approximately $95,134,866 in aggregate principal amount of its New Notes and 70,260,676
shares of its Common Stock, as disclosed in the Form 8-K filed by the Company on March 30, 2020 (the “Closing 8-K”).
In connection with the Exchange, the Reporting Persons received an aggregate of 3,681,985 shares of Common Stock and
$4,985,509.00 in aggregate principal amount of New Notes in exchange for $9,967,379.00 in aggregate principal amount of Old Notes beneficially owned by the Reporting Persons, plus accrued and unpaid interest thereon.
The New Notes received by the Reporting Persons in the Exchange are convertible at the option of the holder thereof into an aggregate of 10,938,022 shares of Common Stock, subject to the terms and
conditions described in Item 6 of this Amendment No. 2.
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.
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 8 of 12 |
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The aggregate beneficial ownership percentage of the Company’s outstanding Common Stock reported by each Reporting Person is based upon a total of 73,910,334 shares of Common Stock outstanding as of March 27, 2020,
consisting of: (i) 70,260,676 shares of Common Stock issued in connection with the Exchange, as disclosed in the Closing 8-K; and (ii) 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.
The 10,938,022 shares of Common Stock issuable upon conversion of the New Notes that the Reporting Persons received in the Exchange are also deemed to be outstanding on a fully-converted basis for purposes of both the
numerator and denominator being used for calculating the beneficial ownership percentages disclosed herein in accordance with Rule 13d-3 under the Exchange Act.
| (a) | As of the date hereof, WAM, as the investment manager of Flagship, may be deemed the beneficial owner of the 14,690,912 shares of Common
Stock owned by Flagship, constituting 17.3% of the outstanding shares of Common Stock. |
WAM 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 14,690,912 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 14,690,912 shares of Common
Stock.
As of the date hereof, WH, as the sole member and manager of WAM, may be deemed the beneficial owner of the 14,690,912 shares of Common Stock owned by WAM, constituting 17.3% of the outstanding shares
of Common Stock.
WH 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 14,690,912 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 14,690,912 shares of Common
Stock.
As of the date hereof, WTP, as the sole general partner of WH, may be deemed the beneficial owner of the 14,690,912 shares of common stock owned by WAM, constituting 17.3% of the outstanding shares of
Common Stock.
WTP 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 14,690,912 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 14,690,912 shares of Common
Stock.
As of the date hereof, Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the 14,690,912 shares of Common Stock owned by WAM, constituting 17.3% of the outstanding
shares of Common Stock.
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 9 of 12 |
Mr. Gust 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 14,690,912 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 14,690,912 shares of Common Stock.
As of the date hereof, Mr. Bellick, a controlling shareholder of WTP, may be deemed the beneficial owner of the
14,690,912 shares owned by WAM, constituting 17.3% of the outstanding shares of Common Stock.
Mr. Bellick 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 14,690,912 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 14,690,912 shares of Common Stock.
| (b) | See facing pages for each Reporting Person. |
| (c) | Information with respect to all transactions in the shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4. |
| (d) | None. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
The New Notes
As part of the Exchange, on March 27, 2020, the Company issued $95,134,866 in aggregate
principal amount of its New Notes. The New Notes are guaranteed on a senior basis by all current and future domestic subsidiaries (other than those designated as “Unrestricted Subsidiaries”) of the Company (the “Guarantors”).
The New Notes were issued pursuant to an indenture (the “Indenture”), which the
Company and the Guarantors entered into with Wilmington Savings Fund Society, FSB, as Trustee and Collateral Agent, on March 27, 2020. The New Notes are, secured by a lien on all or substantially all of the assets of the Company, its domestic
subsidiaries and certain of its foreign subsidiaries, which lien the Collateral Agent has agreed will be junior to the lien of the administrative agent under the Company’s amended credit facility pursuant to an intercreditor agreement entered into
on March 27, 2020.
The New Notes will be convertible into shares of the Company’s Common Stock at
the initial conversion rate of 2.1939631 shares of Common Stock per $1.00 principal amount of New Notes (representing an initial conversion price of approximately $0.4558 per share). Unless and until the Company obtains stockholder approval of the
increase in the number of shares of Common Stock authorized and available for issuance upon conversion of the New Notes (which the Company has agreed pursuant to the Indenture to use commercially reasonable efforts to cause to occur no later than
August 31, 2020), if the New Notes are converted, the Company may not elect physical settlement or combination settlement of any conversion of New Notes if such election would result in the issuance of more than 124.7 million shares of Common Stock
(in the aggregate for the New Notes taking into account all prior or concurrent New Notes conversions). In such circumstance, the Company would be required to pay cash to satisfy our settlement obligations. The value of shares of the Company’s Common
Stock for purposes of the settlement of the conversion right will be calculated as provided in the Indenture, using a 20 trading day observation period. Upon conversion, the Company will be required to pay and/or deliver, as the case may be, cash,
shares of the Company’s Common Stock or a combination of cash and shares of the Company’s Common Stock, at the Company’s election, together with cash in lieu of fractional shares.
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 10 of 12 |
New Notes that are deemed, in accordance with the Indenture, to have been
converted in connection with a “Fundamental Change” (as defined in the Indenture) are convertible, for each $1.00 principal amount of the New Notes, into that number of shares of the Company’s Common Stock equal to the greater of (a) $1.00 divided by
the then applicable conversion price and (b) $1.00 divided by the stock price with respect to such Fundamental Change, subject to other provisions of the Indenture.
The New Notes are guaranteed, jointly and severally, by certain subsidiaries
of the Company. The New Notes and the related guarantees are secured by a lien on substantially all of the Company’s and the Guarantors’ assets, subject to certain exceptions pursuant to certain collateral documents pursuant to the Indenture. The
Indenture contains numerous covenants imposing financial and operating restrictions on the Company’s business. These covenants place restrictions on the Company’s ability and the ability of its subsidiaries to, among other things, pay dividends,
redeem stock or make other distributions or restricted payments; incur indebtedness or issue certain stock; make certain investments; create liens; agree to certain payment restrictions affecting certain subsidiaries; sell or otherwise transfer or
dispose assets; enter into transactions with affiliates; and enter into sale and leaseback transactions.
The New Notes may not be redeemed by the Company in whole or in part at any
time, subject to certain exceptions provided under the Indenture. In addition, if a Fundamental Change occurs at any time, each holder of any New Notes has the right to require the Company to repurchase such holder’s New 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 Company 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 New Notes. Indebtedness for borrowings under the New Notes is subject to acceleration upon the occurrence of specified events of default, including
failure to pay principal or interest, the inaccuracy of any representation or warranty of any obligor under the New Notes, failure by an obligor under the New Notes to perform certain covenants, the invalidity or impairment of the Collateral Agent’s
lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.
The New Notes will bear interest at a rate of 3.00% per annum if paid in cash or
5.00% if paid in kind per annum, payable quarterly. The New Notes will mature on August 31, 2024 and are convertible, subject to certain conditions, at the option of the holders, into shares of the Company’s Common Stock.
The foregoing description of the Notes and the Indenture is not complete and
is qualified entirely by reference to the full text of such documents. The Indenture (including the form of global Note) is incorporated by reference herein as Exhibit 6 hereto.
Amended and
Restated Registration Rights Agreement
On March 27, 2020, the Company and certain stockholders, including Flagship
(the “Relevant Stockholders”) entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). Under the A&R Registration Rights Agreement, the Company has granted customary
registration rights to the Relevant Stockholders with respect to shares of Common Stock that constitute “Registrable Securities” thereunder, including shares underlying the New Notes. The A&R Registration Rights Agreement also includes
customary indemnification provisions.
The foregoing description of the A&R Registration Rights Agreement is not
complete and is qualified entirely by reference to the full text of such agreement, which is incorporated by reference herein as Exhibit 7 hereto.
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 11 of 12 |
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
| Exhibit 6 | Indenture governing 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024, dated March 27, 2020, between the Company, certain of its subsidiaries, and Wilmington
Savings Fund Society, FSB, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to A.M. Castle & Co.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
March 30, 2020 (File No. 1-5415). |
| Exhibit 7 | Amended and Restated Registration Rights Agreement, dated March 27, 2020, among the Company and the stockholders named therein (incorporated by reference to Exhibit 4.1
to A.M. Castle & Co.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 (File No. 1-5415). |
| CUSIP No. 148411 309 | SCHEDULE 13D | Page 12 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 31, 2020
| | WOLVERINE ASSET MANAGEMENT, LLC | | ||
| | | | ||
| | By: | /s/ Keri L. Kelly | | |
| | | Name: | Keri L. Kelly | |
| | | Title: | Chief Compliance Officer | |
| | WOLVERINE HOLDINGS, L.P. | | ||
| | | | ||
| | By: | /s/ Christopher L. Gust | | |
| | | Name: | Christopher L. Gust | |
| | | Title: | Managing Director | |
| | WOLVERINE TRADING PARTNERS, INC. | | ||
| | | | ||
| | By: | /s/ Christopher L. Gust | | |
| | | Name: | Christopher L. Gust | |
| | | Title: | Authorized signatory | |
| | | | ||
| | By: | /s/ Christopher L. Gust | | |
| | | Name: | Christopher L. Gust | |
| | | | ||
| | By: | /s/ Robert R. Bellick | | |
| | | Name: | Robert R. Bellick | |