Sec Form 13D Filing - WOLVERINE ASSET MANAGEMENT LLC filing for CASTLE A M & CO COM PAR $0.01 (CTAM) - 2020-03-31

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CUSIP No. 148411 309

SCHEDULE 13D

Page 8 of 12

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The aggregate beneficial ownership percentage of the Company’s outstanding Common Stock reported by each Reporting Person is based upon a total of 73,910,334 shares of Common Stock outstanding as of March 27, 2020, consisting of: (i) 70,260,676 shares of Common Stock issued in connection with the Exchange, as disclosed in the Closing 8-K; and (ii) 3,649,658 shares of Common Stock outstanding as of February 24, 2020, which was reported in the Company’s Form 10-K filed with the Securities and Exchange Commission on February 27, 2020.

WAM has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of  14,690,912 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of  14,690,912 shares of Common Stock.

As of the date hereof, WH, as the sole member and manager of WAM, may be deemed the beneficial owner of the  14,690,912 shares of Common Stock owned by WAM, constituting 17.3% of the outstanding shares of Common Stock.

WH has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of  14,690,912 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of  14,690,912 shares of Common Stock.

As of the date hereof, WTP, as the sole general partner of WH, may be deemed the beneficial owner of the  14,690,912 shares of common stock owned by WAM, constituting 17.3% of the outstanding shares of Common Stock.

WTP has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of  14,690,912 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of  14,690,912 shares of Common Stock.

As of the date hereof, Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the  14,690,912 shares of Common Stock owned by WAM, constituting 17.3% of the outstanding shares of Common Stock.

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(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.

The New Notes will be convertible into shares of the Company’s Common Stock at the initial conversion rate of 2.1939631 shares of Common Stock per $1.00 principal amount of New Notes (representing an initial conversion price of approximately $0.4558 per share). Unless and until the Company obtains stockholder approval of the increase in the number of shares of Common Stock authorized and available for issuance upon conversion of the New Notes (which the Company has agreed pursuant to the Indenture to use commercially reasonable efforts to cause to occur no later than August 31, 2020), if the New Notes are converted, the Company may not elect physical settlement or combination settlement of any conversion of New Notes if such election would result in the issuance of more than 124.7 million shares of Common Stock (in the aggregate for the New Notes taking into account all prior or concurrent New Notes conversions). In such circumstance, the Company would be required to pay cash to satisfy our settlement obligations. The value of shares of the Company’s Common Stock for purposes of the settlement of the conversion right will be calculated as provided in the Indenture, using a 20 trading day observation period. Upon conversion, the Company will be required to pay and/or deliver, as the case may be, cash, shares of the Company’s Common Stock or a combination of cash and shares of the Company’s Common Stock, at the Company’s election, together with cash in lieu of fractional shares.

CUSIP No. 148411 309

SCHEDULE 13D

Page 10 of 12

New Notes that are deemed, in accordance with the Indenture, to have been converted in connection with a “Fundamental Change” (as defined in the Indenture) are convertible, for each $1.00 principal amount of the New Notes, into that number of shares of the Company’s Common Stock equal to the greater of (a) $1.00 divided by the then applicable conversion price and (b) $1.00 divided by the stock price with respect to such Fundamental Change, subject to other provisions of the Indenture.

The New Notes are guaranteed, jointly and severally, by certain subsidiaries of the Company. The New Notes and the related guarantees are secured by a lien on substantially all of the Company’s and the Guarantors’ assets, subject to certain exceptions pursuant to certain collateral documents pursuant to the Indenture. The Indenture contains numerous covenants imposing financial and operating restrictions on the Company’s business. These covenants place restrictions on the Company’s ability and the ability of its subsidiaries to, among other things, pay dividends, redeem stock or make other distributions or restricted payments; incur indebtedness or issue certain stock; make certain investments; create liens; agree to certain payment restrictions affecting certain subsidiaries; sell or otherwise transfer or dispose assets; enter into transactions with affiliates; and enter into sale and leaseback transactions.

The New Notes may not be redeemed by the Company in whole or in part at any time, subject to certain exceptions provided under the Indenture. In addition, if a Fundamental Change occurs at any time, each holder of any New Notes has the right to require the Company to repurchase such holder’s New Notes for cash at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, subject to certain exceptions.

The New Notes will bear interest at a rate of 3.00% per annum if paid in cash or 5.00% if paid in kind per annum, payable quarterly. The New Notes will mature on August 31, 2024 and are convertible, subject to certain conditions, at the option of the holders, into shares of the Company’s Common Stock.

The foregoing description of the Notes and the Indenture is not complete and is qualified entirely by reference to the full text of such documents. The Indenture (including the form of global Note) is incorporated by reference herein as Exhibit 6 hereto.

 

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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.