4//SEC Filing
WHITEBOX GENERAL PARTNER LLC 4
Accession 0000919574-18-004109
CIK 0000018172other
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 9:08 PM ET
Size
10.6 KB
Accession
0000919574-18-004109
Insider Transaction Report
Form 4
CASTLE A M & COCTAM
WHITEBOX ADVISORS LLC
10% Owner
Transactions
- Purchase
5.00% / 7.00% Convertible Senior Secured Notes due 2022
2018-06-05$2090271.00/sh(indirect: See Footnotes)→ Common Stock (604,640 underlying)
WHITEBOX GENERAL PARTNER LLC
10% Owner
Transactions
- Purchase
5.00% / 7.00% Convertible Senior Secured Notes due 2022
2018-06-05$2090271.00/sh(indirect: See Footnotes)→ Common Stock (604,640 underlying)
Footnotes (6)
- [F1]The Reporting Persons do not acknowledge that the Issuer's 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the "Convertible Notes") are derivative securities for purposes of Section 16 of the Exchange Act, as amended (the "Exchange Act").
- [F2]The number of shares assumes that the Convertible Notes are converted at a rate of 0.2654 shares of common stock, par value $0.01 per share ("Common Stock") per $1.00 principal amount of Convertible Notes. However, upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the A.M. Castle & Co. (the "Issuer"), be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock in amounts determined in accordance with the indenture for the Convertible Notes and therefore there can be no certainty that the Convertible Notes could be converted into the number of shares provided in column 3. The Reporting Persons disclaim beneficial ownership of any shares of Common Stock that they might receive upon conversion of the Convertible Notes.
- [F3]The Convertible Notes are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2022, the maturity date for the Convertible Notes.
- [F4]In addition to the $2,278,225 principal amount of Convertible Notes transacted in this Form 4, this total number of Convertible Notes accounts for (i) $6 subtracted from the original principal amount of Convertible Notes due to rounding corrections and (ii) $1,903,362 principal amount of Convertible Notes received as part of payments-in-kind from the Issuer under the terms of the Indenture dated August 31, 2017, between the Issuer, certain of its subsidiaries and Wilmington Savings Fund Society, FSB, as Trustee and Collateral Agent (see Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on September 6, 2017).
- [F5]These securities are directly owned by Pandora Select Partners, L.P., Whitebox Asymmetric Partners, L.P., Whitebox Credit Partners, L.P., Whitebox GT Fund, LP, Whitebox Institutional Partners, L.P., Whitebox Multi-Strategy Partners, L.P. and Whitebox Term Credit Fund I, L.P. (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds.
- [F6]The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
CASTLE A M & CO
CIK 0000018172
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001650272
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 9:08 PM ET
- Size
- 10.6 KB