A.M. Castle & Co. Announces Expiration of Senior Secured Note Exchange Offer
February 19 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
the expiration at 5:00 p.m. New York City time on February 18, 2016
(the “Expiration Date”) of the previously announced private
exchange offer and consent solicitation to certain eligible holders
(the “Exchange Offer”) relating to the exchange of new 12.75%
Senior Secured Notes due 2018 (the “New Notes”) for the Company’s
outstanding 12.75% Senior Secured Notes due 2016 (the “Existing
Notes”).
According to D.F. King & Co., Inc., the exchange agent for
the Exchange Offer, at the Expiration Date, $203,319,000 aggregate
principal amount (or 96.8%) of the total $210,000,000 aggregate
principal amount of Existing Notes were validly tendered and not
withdrawn, leaving $6,681,000 aggregate principal amount of the
Existing Notes with a maturity of December 15, 2016. As previously
announced, as of 5:00 p.m., New York City Time, on February 2, 2016
(the “Early Tender Date”), $148,422,000 aggregate principal amount
of Existing Notes had been validly tendered and not withdrawn.
Settlement for Existing Notes tendered prior to the Early Tender
Date occurred on February 12, 2016. Following the Early Tender
Date, an additional $54,897,000 aggregate principal amount had been
validly tendered and not withdrawn prior to the Expiration Date.
The Company has accepted all validly tendered and not withdrawn
additional Existing Notes for exchange and expects to pay the
exchange consideration with respect to such notes on February 24,
2016.
The Company also announced that the aggregate principal amount
Existing Notes tendered and accepted for exchange in the Exchange
Offer upon its expiration is $3,083,000 less than was previously
announced due to the failure to tender by a holder not affiliated
with the Company that contractually agreed to tender such notes
pursuant to the terms of an agreement with the Company supporting
the Exchange Offer.
The complete terms and conditions of the Exchange Offer were 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 was 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.
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