A.M. Castle & Co. Announces Extension of Deadline for Expiration of Secured Note Exchange Offer
February 16 2016 - 8:00AM
Business Wire
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
that it has elected to extend the deadline for eligible holders of
its outstanding 12.75% Senior Secured Notes due 2016 (the “Existing
Notes”) to validly tender their Existing Notes 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 until 5:00 p.m., New York
City time, on February 18, 2016. The Company has extended the
deadline to accommodate the request of an eligible holder of
approximately $3.1 million aggregate principal amount of Existing
Notes (“Accommodated Holder”) that was unable to tender prior to
the original expiration of the Exchange Offer. The Accommodated
Holder has previously agreed to tender all of the Existing Notes it
holds in the Exchange Offer.
Including the tender of the Existing Notes held by the
Accommodated Holder, as of the original expiration of the Exchange
Offer, $206,302,000 aggregate principal amount (or 98.24%) of the
total $210,000,000 aggregate principal amount of Existing Notes
will be exchanged for New Notes, leaving $3,698,000 aggregate
principal amount of the Existing Notes with a maturity of December
15, 2016.
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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-At ALPHA IR-Analyst ContactChris Hodges or Nick
Hughes(312) 445-2870Email: CAS@alpha-ir.com