A.M. Castle & Co.
|
(Name of Issuer)
|
|
Common Stock, $0.01 par value
|
(Title of Class of Securities)
|
|
148411 309
|
(CUSIP Number)
|
|
John Barrett
Corre Partners Management, LLC
12 East 49th Street, 40th Floor
New York, NY 10017
(646-863-7152)
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
March 27, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 148411 309
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SCHEDULE 13D
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Page 2 of 11
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corre Opportunities Qualified Master Fund, LP
|
|
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
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
41,802,947
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
41,802,947
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,802,947
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
|
|
14
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TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 3 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corre Partners Advisors, 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
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
41,802,947
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
41,802,947
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,802,947
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 4 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corre Partners 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
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
41,802,947
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
41,802,947
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,802,947
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 5 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Barrett
|
|
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
41,802,947
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
41,802,947
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,802,947
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 6 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric Soderlund
|
|
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
41,802,947
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
41,802,947
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,802,947
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 7 of 11
|
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 8 of 11
|
(a)
|
As of the date hereof, Qualified Master Fund may be deemed to be the beneficial owner of 41,802,947 shares of Common Stock, constituting 39.8% of the outstanding shares of Common Stock. |
CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 9 of 11
|
(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.
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(e)
|
Not applicable.
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CUSIP No. 148411 309
|
SCHEDULE 13D
|
Page 10 of 11
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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
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Page 11 of 11
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Corre Opportunities Qualified Master Fund, LP
|
|
|
|
|
|
|
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By:
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/s/ Eric Soderlund
|
|
|
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Name: Eric Soderlund
|
|
|
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Title: Authorized Signatory
|
|
|
|
|
|
|
|
|
|
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Corre Partners Advisors, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Eric Soderlund
|
|
|
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Name: Eric Soderlund
|
|
|
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Title: Authorized Signatory
|
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Corre Partners Management, LLC
|
|
|
|
|
|
|
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By:
|
/s/ Eric Soderlund
|
|
|
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Name: Eric Soderlund
|
|
|
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Title: Authorized Signatory
|
|
|
|
|
|
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By:
|
/s/ Eric Soderlund
|
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|
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Eric Soderlund
|
|
|
|
|
|
|
|
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By:
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/s/ John Barrett
|
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John Barrett
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|