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Maryland
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5051
|
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36-0879160
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
|
|
Marec E. Edgar
Executive Vice President, General Counsel, Secretary & Chief Administrative Officer A. M. Castle & Co. 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 (847) 455-7111 |
| |
Eric Orsic, Esq.
McDermott Will & Emery LLP 444 West Lake Street, Suite 4000 Chicago, IL 60523 (312) 372-2000 |
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| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
Title of Each Class of Securities to be Registered
|
| |
Amount to be
Registered |
| |
Proposed
Maximum Offering Price Per Share(1) |
| |
Proposed
Maximum Aggregate Offering Price(1) |
| |
Amount of
Registration Fee |
| ||||||||||||
Common Stock, par value $.01 per share
|
| | | | 1,421,998 | | | | | $ | 4.30 | | | | | $ | 6,114,591.40 | | | | | $ | 761.27 | | |
Common Stock, par value $.01 per share, underlying 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022(3)
|
| | | | 50,852,816(2) | | | | | $ | 4.30 | | | | | $ | 218,667,108.80 | | | | | $ | 27,224.05 | | |
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PRELIMINARY PROSPECTUS
|
| |
Subject to Completion
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DATED NOVEMBER 28, 2017
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|
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 15 | | | |
| | | | | 18 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 29 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 32 | | |
Quarter Ended
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High
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Low
|
| ||||||
September 30, 2017 (beginning on August 31, 2017)
|
| | | $ | 5.25 | | | | | $ | 2.00 | | |
December 31, 2017 (through November 21, 2017)
|
| | | $ | 5.25 | | | | | $ | 3.67 | | |
Name
|
| |
Age
|
| |
Positions
|
|
Steven W. Scheinkman | | |
64
|
| | President, Chief Executive Officer and Director | |
Jonathan Mellin | | |
53
|
| | Director | |
Jonathan Segal | | |
35
|
| | Director | |
Jacob Mercer | | |
42
|
| | Director | |
Jeffrey A. Brodsky | | |
59
|
| | Director | |
Michael Sheehan | | |
57
|
| | Director | |
Patrick R. Anderson | | |
45
|
| | Executive Vice President, Chief Financial Officer & Treasurer | |
Marec E. Edgar | | |
41
|
| | Executive Vice President, General Counsel, Secretary & Chief Administrative Officer | |
Ronald E. Knopp | | |
47
|
| | Executive Vice President, Chief Operating Officer | |
Director
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Audit
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Human Resources
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Governance
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|
Steven W. Scheinkman
|
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—
|
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—
|
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—
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Jonathan Mellin
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| |
X
|
| |
—
|
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X
|
|
Jonathan Segal
|
| |
X
|
| |
X
|
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—
|
|
Jacob Mercer
|
| |
—
|
| |
X
|
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X
|
|
Jeffrey A. Brodsky
|
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X
|
| |
—
|
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X
|
|
Michael Sheehan
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| |
—
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X
|
| |
—
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Beneficial Owner
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Shares of
Common Stock Beneficially Owned |
| |
Percentage
of Common Stock(1) |
| |
Additional
Information |
| |||||||||
Directors | | | | | |||||||||||||||
Jeffrey Brodsky
|
| | | | 0 | | | | | | * | | | | |||||
Jonathan Mellin
|
| | | | 1,231 | | | | | | * | | | | |
|
(2)
|
| |
Jacob Mercer
|
| | | | 0 | | | | | | * | | | | |||||
Jonathan Segal
|
| | | | 0 | | | | | | * | | | | |||||
Michael Sheehan
|
| | | | 1,666 | | | | | | * | | | | |||||
Named Executive Officers | | | | | |||||||||||||||
Steven Scheinkman
|
| | | | 607,127 | | | | | | 16.3% | | | | |
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(3)
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Patrick Anderson
|
| | | | 321,142 | | | | | | 8.6% | | | | |
|
(4)
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Marec Edgar
|
| | | | 320,964 | | | | | | 8.6% | | | | |
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(4)
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Ronald Knopp
|
| | | | 321,051 | | | | | | 8.6% | | | | |
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(4)
|
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All directors and executive officers as a group (9 persons)
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| | | | 1,573,181 | | | | | | 42.1% | | | | |
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(5)
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Name and Address of Beneficial Owner
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Shares of
Common Stock Beneficially Owned |
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Percentage of
Common Stock(1) |
| ||||||
Highbridge Capital Management, LLC
40 West 57th Street, 32nd Floor New York, NY 10019 |
| | | | 509,102(2)(6) | | | | | | 13.6% | | |
Whitebox Advisors LLC
Whitebox General Partner LLC 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 |
| | | | 400,870(3)(6) | | | | | | 10.7% | | |
Corre Partners Advisors, LLC
12 East 49th Street, Suite 4003 New York, NY 10017 |
| | | | 233,472(4)(6) | | | | | | 6.3% | | |
W.B. & Co. FOM Corporation SGF, LLC The Northern Trust Company Jonathan B. Mellin Reuben S. Donnelley 30 North LaSalle Street, Suite 1232 Chicago, Illinois 60602-2504 |
| | | | 348,083(5)(6) | | | | | | 9.3% | | |
| | |
Shares Beneficially Owned
Prior to the Offering |
| |
Maximum
Number of Shares Offered Hereby (1) |
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Shares
Beneficially Owned After the Offering(3) |
| |||||||||||||||
Name
|
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Number
|
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Percentage(2)
|
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Number
|
| |
Number
|
| ||||||||||||
1992 MSF International Ltd.(4)
|
| | | | 425,848 | | | | | | 11.4% | | | | | | 11,666,687 | | | | | | 0 | | |
1992 Tactical Credit Master Fund, L.P.(5)
|
| | | | 83,254 | | | | | | 2.2% | | | | | | 2,098,871 | | | | | | 0 | | |
Corre Partners Management, LLC(6)
|
| | | | 233,472 | | | | | | 6.3% | | | | | | 6,667,741 | | | | | | 0 | | |
Whitebox Asymmetric Partners, LP(7)
|
| | | | 108,835 | | | | | | 2.9% | | | | | | 3,419,639 | | | | | | 0 | | |
Whitebox Credit Partners, LP(8)
|
| | | | 40,543 | | | | | | 1.1% | | | | | | 1,211,145 | | | | | | 0 | | |
Whitebox Multi-Strategy Partners, LP(9)
|
| | | | 181,949 | | | | | | 4.9% | | | | | | 6,232,696 | | | | | | 0 | | |
Whitebox Institutional Partners, LP(10)
|
| | | | 6,471 | | | | | | * | | | | | | 368,859 | | | | | | 0 | | |
Whitebox GT Fund, LP(11)
|
| | | | 6,638 | | | | | | * | | | | | | 153,447 | | | | | | 0 | | |
Pandora Select Partners, LP(12)
|
| | | | 36,519 | | | | | | * | | | | | | 843,989 | | | | | | 0 | | |
Whitebox Term Credit Fund I, LP(13)
|
| | | | 19,915 | | | | | | * | | | | | | 460,343 | | | | | | 0 | | |
Wolverine Flagship Fund Trading Limited(14)
|
| | | | 70,905 | | | | | | 1.9% | | | | | | 2,333,841 | | | | | | 0 | | |
SGF, LLC(15)
|
| | | | 206,557 | | | | | | 5.5% | | | | | | 6,815,317 | | | | | | 0 | | |
WB & Co.(16)
|
| | | | 107,888 | | | | | | 2.9% | | | | | | 107,888 | | | | | | 0 | | |
FOM Corporation(17)
|
| | | | 26,566 | | | | | | * | | | | | | 26,566 | | | | | | 0 | | |
The Northern Trust Company(18)
|
| | | | 4,810 | | | | | | * | | | | | | 4,810 | | | | | | 0 | | |
Jonathan B. Mellin(19)
|
| | | | 1,231 | | | | | | * | | | | | | 1,669 | | | | | | 0 | | |
Reuben S. Donnelley(20)
|
| | | | 593 | | | | | | * | | | | | | 593 | | | | | | 0 | | |
Michael Simpson
|
| | | | 37 | | | | | | * | | | | | | 37 | | | | | | 0 | | |
|
SEC Registration Fee
|
| | | $ | 27,985.32 | | |
|
Printing and Engraving Fees
|
| | | | † | | |
|
Legal Fees and Expenses
|
| | | | † | | |
|
Accounting Fees and Expenses
|
| | | | † | | |
|
Miscellaneous
|
| | | | † | | |
|
Total
|
| | | $ | † | | |
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
By:
/s/ Steven W. Scheinkman
Steven W. Scheinkman
|
| | President, Chief Executive Officer and Chairman of Board (Principal Executive Officer) | | | November 28, 2017 | |
|
By:
/s/ Patrick R. Anderson
Patrick R. Anderson
|
| | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | November 28, 2017 | |
|
By:
/s/ Jeffrey A. Brodsky
Jeffrey A. Brodsky
|
| | Director | | | November 28, 2017 | |
|
By:
/s/ Jonathan B. Mellin
Jonathan B. Mellin
|
| | Director | | | November 28, 2017 | |
|
By:
/s/ Jacob Mercer
Jacob Mercer
|
| | Director | | | November 28, 2017 | |
|
By:
/s/ Jonathan Segal
Jonathan Segal
|
| | Director | | | November 28, 2017 | |
|
By:
/s/ Michael J. Sheehan
Michael J. Sheehan
|
| | Director | | | November 28, 2017 | |
Exhibit 5.1
November 28, 2017
A. M. Castle & Co.
1420 Kensington Road, Suite 220
Oak Brook, IL 60523
Re: | A. M. Castle & Co. Registration Statement on Form S-1 |
Ladies and Gentlemen:
I am Executive Vice President, General Counsel, Secretary and Chief Administrative Officer of A. M. Castle & Co., a Maryland corporation (the “Company”). I have acted as counsel to the Company in connection with the Registration Statement on Form S-1 (the “Registration Statement”) originally filed on November 28, 2017 by Company, with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the registration by the Company of an aggregate of 52,274,814 of the Company’s common stock, $0.01 par value (the “Shares”), for sale by the selling stockholders listed in the Registration Statement (the “Selling Stockholders”). The Shares include (i) 1,421,998 outstanding shares of common stock held by the Selling Stockholders named therein (the “Issued Shares”); and 50,852,816 shares representing 125% of the number of shares of common stock issuable in respect of up to $153,305,916 aggregate principal amount of 5.00% / 7.00% Convertible Senior PIK Toggle Notes due 2022 (the “Notes”), based on an initial conversion price of $3.77 per share.
I have examined and relied, to the extent I deem proper, on certificates of officers of the Company as to factual matters, and on the originals or copies certified or otherwise identified to my satisfaction, of all such corporate records of the Company and such other instruments, documents and records which I have deemed relevant and necessary for the purposes of the opinion expressed herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such copies.
Based on the foregoing, I am of the opinion that (i) the Shares issuable upon conversion of the Notes have been duly authorized and reserved for issuance by the Company and, upon issuance and delivery pursuant to the terms of the Notes, will be validly issued, fully paid and nonassessable and (ii) the Issued Shares have been duly authorized, validly issued and fully paid and are nonassessable.
I do not express any opinion herein concerning any law other than the General Corporation Law of the State of Maryland.
A. M. Castle & Co.
November 28, 2017
Page 2
I consent to the filing of this opinion as an exhibit to the Registration Statement and I consent to the use of my name wherever it appears in the Registration Statement. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Marec E. Edgar
Marec E. Edgar
Executive Vice President, General Counsel,
Secretary and Chief Administrative Officer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of our reports dated April 7, 2017, relating to the consolidated financial statements of A. M. Castle & Co. and subsidiaries, and the effectiveness of A. M. Castle & Co. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of A.M. Castle & Co. for the year ended December 31, 2016, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ | DELOITTE & TOUCHE LLP |
Chicago, Illinois
November 28, 2017
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 19, 2016 with respect to the consolidated financial statements of Kreher Steel Company, LLC for the years ended December 31, 2015 and 2014, included in the Annual Report of A.M. Castle & Co. on Form 10-K for the year ended December 31, 2016, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-1, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Chicago, Illinois
November 28, 2017
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