0000899243-20-009722.txt : 20200331
0000899243-20-009722.hdr.sgml : 20200331
20200331163024
ACCESSION NUMBER: 0000899243-20-009722
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200327
FILED AS OF DATE: 20200331
DATE AS OF CHANGE: 20200331
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SGF, LLC
CENTRAL INDEX KEY: 0001715517
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 20762137
BUSINESS ADDRESS:
STREET 1: 30 NORTH LASALLE STREET
STREET 2: SUITE 1232
CITY: CHICAGO
STATE: IL
ZIP: 60602
BUSINESS PHONE: 312-726-3110
MAIL ADDRESS:
STREET 1: 30 NORTH LASALLE STREET
STREET 2: SUITE 1232
CITY: CHICAGO
STATE: IL
ZIP: 60602
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: A. M. Castle & Co.
CENTRAL INDEX KEY: 0000018172
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051]
IRS NUMBER: 360879160
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1420 KENSINGTON ROAD
STREET 2: SUITE 220
CITY: OAK BROOK
STATE: IL
ZIP: 60523
BUSINESS PHONE: 8474557111
MAIL ADDRESS:
STREET 1: 1420 KENSINGTON ROAD
STREET 2: SUITE 220
CITY: OAK BROOK
STATE: IL
ZIP: 60523
FORMER COMPANY:
FORMER CONFORMED NAME: CASTLE A M & CO
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-27
0
0000018172
A. M. Castle & Co.
CTAM
0001715517
SGF, LLC
30 NORTH LASALLE STREET
SUITE 1232
CHICAGO
IL
60602
1
0
1
0
Common Stock
2020-03-27
4
J
0
10815730
A
11022296
D
2022 Notes
0.2654
2020-03-27
4
J
0
29278895
D
2017-08-31
2022-08-31
Common Stock
6608760
0
D
This Form 4 reports securities acquired and disposed of pursuant to the terms of the Support and Exchange Agreement ("Support Agreement"), dated as of February 26, 2020, by and among the Issuer, the Reporting Person and certain other investors, pursuant to which the Reporting Person agreed to tender its 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 ("2022 Notes") to the Company in connection with the Company's offer to holders of the 2022 Notes to exchange such notes for shares of the Company's Common Stock and for 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 ("2024 Notes"). On March 27, 2020, the Reporting Person tendered its outstanding 2022 Notes and was issued 10,815,730 shares of Common Stock and 2024 Notes having an aggregate principal amount of $14,644,793. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder.
The 2024 Notes are convertible into shares of Common Stock at the option of the holders at an initial conversion rate equal to 2.1939631 shares per $1.00 principal amount. However, the mode of payment may be changed at any time at the sole discretion of the Issuer. Accordingly, any right to receive shares is subject to a material contingency outside the control of the Reporting Person, and the Reporting Person does not beneficially own any shares of Common Stock which might be acquired.
The Reporting Person is associated with an extended family group and various trusts, estates and estate planning vehicles established by certain deceased and surviving family members. Jonathan Mellin ("Mr. Mellin") acts in various capacities with respect to the family interests and has been deputized by certain family members, trusts, estates and estate planning vehicles (the "Deputizing Persons"), including the Reporting Person, to serve on the board of directors of the Issuer. The Reporting Person (together with certain of the other Deputizing Persons) may be deemed to constitute a group pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person or Deputizing Person, except to the extent of any pecuniary interest such Reporting Person may have. Pursuant to a Plan of Reorganization, the Reporting Persons entered into a Stockholders Agreement by and among the Issuer, the Reporting Persons and certain other holders of Common Stock (the "Stockholders Agreement"). The Stockholders Agreement provides, among other things, for the election of directors to the Issuer's board, for preemptive rights for certain stockholders, and for certain provisions relating to the sale or transfer of Common Stock by the parties to the Stockholders Agreement. The Reporting Persons may be deemed as part of a group consisting of the stockholder parties to the Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other party to the Stockholders Agreement, except to the extent of any pecuniary interest such Reporting Person may have.
SGF, LLC, By: /s/ Reuben S. Donnelley, Managing Member
2020-03-31