A.M. Castle & Co. (NYSE:CAS) (the “Company” or “Castle”), a global
distributor of specialty metal and plastic products, value-added
services and supply chain solutions, announced today the
expiration of the previously announced extended deadline of 5:00 p.m.
New York City time, on February 2, 2016 (the “Additional Consent
Deadline”) for eligible holders of its outstanding 12.75% Senior Secured
Notes due 2016 (the “Existing Notes”) to receive the consent payment in
connection with the Company’s private exchange offer and consent
solicitation to certain eligible holders (the “Exchange Offer”) relating
to the issuance of new 12.75% Senior Secured Notes due 2018 (the “New
Notes”) in exchange for Existing Notes.
According to D.F. King & Co., Inc., the exchange agent for the Exchange
Offer, as of the Additional Consent Deadline, holders of $122,793,000
aggregate principal amount (or approximately 67.3%) of the $182,500,000
aggregate principal amount of Existing Notes eligible to participate in
the consent solicitation portion of the Exchange Offer have provided
consents with respect to certain amendments (the “Amendments”) to the
indenture governing the Existing Notes (the “Existing Indenture”),
including elimination of substantially all restrictive covenants and
certain events of default in the Existing Indenture and release of all
the collateral securing the Existing Notes and guarantees thereof. Of
the $122,793,000 aggregate principal amount of Existing Notes that
consented to the Amendments, $120,992,000 aggregate principal amount
were tendered into the Exchange Offer, and the holders of the remainder
were ineligible to participate in the Exchange Offer and gave their
consent without tendering their Existing Notes. As previously announced,
the Company satisfied the minimum participation condition for the
Exchange Offer on January 29, 2016, and extended the deadline to the
Additional Consent Deadline for eligible holders to receive the consent
payment in order to ensure the fullest participation in the Exchange
Offer.
An additional $27,500,000 aggregate principal amount of Existing Notes
presently owned by an affiliate of the Company, which were excluded from
the calculation of the results of the consent solicitation, have also
been validly tendered and not withdrawn in the Exchange Offer. In total,
holders of $148,422,000 aggregate outstanding principal amount of
Existing Notes had validly tendered and not withdrawn their Existing
Notes as of the Additional Consent Deadline. The Company has accepted
for exchange all of the Existing Notes that were validly tendered in the
Exchange Offer as of the Additional Consent Deadline and expects to pay
the Total Exchange Consideration (as defined in the confidential
offering memorandum and consent solicitation statement dated January 15,
2016 (the “Confidential Offering Memorandum”)) with respect to such
Existing Notes on or about February 8, 2016 (the “Early Settlement
Date”). Holders of Existing Notes may no longer validly withdraw tenders
of Existing Notes or consents related thereto.
The Company also announced that on February 2, 2016 it executed and
delivered a supplemental indenture that gives effect to the Amendments,
which will become operative upon the Early Settlement Date.
The Exchange Offer will expire at 11:59 p.m. New York City time on
February 12, 2016, unless extended.
The complete terms and conditions of the Exchange Offer are set forth in
a confidential offering memorandum and consent solicitation statement
dated January 15, 2016, and related consent and letter of transmittal.
The Exchange Offer is being made, and the New Notes will be issued, only
to holders of Existing Notes that are (i) “qualified institutional
buyers” as that term is defined in Rule 144A under the Securities Act,
or QIBs, in a private transaction in reliance upon an exemption from the
registration requirements of the Securities Act, (ii) institutional
investors which are “accredited investors” as defined in Rule 501(a)(1),
(2), (3), (7) or (8) under the Securities Act or (iii) not a “U.S.
Person” as that term is defined in Rule 902 under the Securities Act, in
offshore transactions in reliance upon Regulation S under the Securities
Act. Documents relating to the Exchange Offer will only be distributed
to holders of outstanding Existing Notes that have returned a
certification letter to us that they are eligible to participate in the
Exchange Offer.
Holders of outstanding Existing Notes who wish to receive a copy of the
eligibility letter for the Exchange Offer may contact D.F. King & Co.,
Inc. toll free at (800) 591-8269, (212) 269-5550 (banks and brokerage
firms), e-mail at cas@dfking.com or
via the following website: www.dfking.com/cas.
The New Notes will be subject to restrictions on transferability and
resale and may not be transferred or resold except in compliance with
the registration requirements of the Securities Act or pursuant to an
exemption therefrom and in compliance with other applicable securities
laws.
This press release is not an offer to sell, nor a solicitation of an
offer to buy, the New Notes in the United States or elsewhere. The New
Notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act. The Exchange Offer is made only by, and pursuant to, the
terms set forth in the related offering memorandum and consent
solicitation. The Exchange Offer is not being made to persons in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.
About A. M. Castle & Co.
Founded in 1890, A. M. Castle & Co. is a global distributor of specialty
metal and plastic products and supply chain services, principally
serving the producer durable equipment, oil and gas, commercial
aircraft, heavy equipment, industrial goods, construction equipment,
retail, marine and automotive sectors of the global economy. Its
customer base includes many Fortune 500 companies as well as thousands
of medium and smaller-sized firms spread across a variety of industries.
Within its metals business, it specializes in the distribution of alloy
and stainless steels; nickel alloys; aluminum and carbon. Through its
wholly-owned subsidiary, Total Plastics, Inc., the Company also
distributes a broad range of value-added industrial plastics. Together,
Castle and its affiliated companies operate out of 42 service centers
located throughout North America, Europe and Asia. Its common stock is
traded on the New York Stock Exchange under the ticker symbol “CAS”.
Cautionary Statements Regarding Forward-Looking Information
Information provided and statements contained in this release that are
not purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act, Section 21E of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), and the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements only speak as of the date of this release and the Company
assumes no obligation to update the information included in this
release. Such forward-looking statements include information concerning
our possible or assumed future results of operations, including
descriptions of our business strategy, and the cost savings and other
benefits that we expect to achieve from our facility closures and
organizational changes. These statements often include words such as
“believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,”
“should,” or similar expressions. These statements are not guarantees of
performance or results, and they involve risks, uncertainties, and
assumptions. Although we believe that these forward-looking statements
are based on reasonable assumptions, there are many factors that could
affect our actual financial results or results of operations and could
cause actual results to differ materially from those in the
forward-looking statements, including our ability to effectively manage
our operational initiatives and restructuring activities, the impact of
volatility of metals and plastics prices, the cyclical and seasonal
aspects of our business, our ability to effectively manage inventory
levels, our ability to successfully complete our strategic refinancing
process, and the impact of our substantial level of indebtedness, as
well as including those risk factors identified in Item 1A “Risk
Factors” of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2014. All future written and oral forward-looking
statements by us or persons acting on our behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to
above. Except as required by the federal securities laws, we do not have
any obligations or intention to release publicly any revisions to any
forward-looking statements to reflect events or circumstances in the
future, to reflect the occurrence of unanticipated events or for any
other reason.
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