A. M. CASTLE & CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-14: Form 8-K; Period of report 2016-12-08; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2016-12-07: Form 8-K; Period of report 2016-12-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2016-11-09: Form 8-K; Period of report 2016-11-09; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2016-11-04: Form 8-K; Period of report 2016-11-01; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-14 | 8-K | 2016-12-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Facilities is incorporated herein by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants is incorporated herein by reference into this Item 3.02. | cas-8k_120816.htm |
| 2016-12-07 | 8-K | 2016-12-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 6, 2016, A. M. Castle & Co. (the “Company” or “Castle”) was notified by the New York Stock Exchange (the “NYSE”) that the NYSE has determined to commence proceedings to delist its common stock (the “Common Stock”) from the NYSE as a result of the Company’s failure to comply with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual to maintain an average global market capitalization over a consecutive 30 trading-day period of at least $15 million for its Common Stock. | cas-8k_120616.htm |
| 2016-11-09 | 8-K | 2016-11-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | cas-8xkearningsreleasesept.htm |
| 2016-11-04 | 8-K | 2016-11-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 8.01 On November 1, 2016, and November 2, 2016, the Company entered into two commitment letters (eeach, a “Commitment Letter”) with (i) Highbridge Capital Management, LLC (acting individually or through one or more of its affiliates) (“Highbridge”), Corre Partners Management, LLC (acting individually or through one or more of its affiliates) (“Corre”), Whitebox Credit Partners, L.P. (acting individually or through one or more of its affiliates) (“Whitebox”) and WFF Cayman II Limited and (ii) SGF, LLC (acting individually or through one or more of its affiliates) (each, a “Financial Institution” and collectively, the “Financial Institutions”) in order to replace and repay any amounts (and cash collateralization of any undrawn letters of credit) outstanding under, the Company’s $100 million revolving loan and security agreement with Wells Fargo Bank, National Association as lender and administrative agent (the “Existing Credit Agreement”). | cas-8k_110116.htm |
| 2016-10-25 | 8-K | 2016-10-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 A.M. Castle & Co. (the “Company”), a global distributor of specialty metal and supply chain solutions, today announced that on October 19, 2016, the Company received written notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing standards set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of its common stock was less than $1.00 over a consecutive 30 trading-day period (the “Notice”). | cas-8k_102516.htm |
| 2016-09-02 | 8-K | 2016-09-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | cas-8k_090216.htm |
| 2016-08-22 | 8-K | 2016-08-22 | 8.01 Other Events | 8.01 On August 22, 2016, A.M. Castle & Co. (the “Company”) completed the previously announced sale of its 50% interest in Depot Metal, LLC (a/k/a Kreher Steel) to Duferco Steel, Inc. for $31,550,000. | cas-8k_082216.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | cas-8xkearningsreleasejune.htm |
| 2016-08-03 | 8-K | 2016-08-01 | 8.01 Other Events | 8.01 On August 1, 2016, A.M. Castle & Co. (the “Company”) provided notice to U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture, dated as of December 15, 2011 (as amended and supplemented from time to time, the “Indenture”), of its election to redeem all $5,481,000 outstanding aggregate principal amount of its 12.750% Senior Secured Notes due 2016 (the “Existing Senior Notes”) issued under the Indenture. | cas-8k_080116.htm |
| 2016-07-29 | 8-K | 2016-07-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 A.M. Castle & Co. (the “Company”) held its Annual Meeting of Stockholders on July 27, 2016. | cas-8k_072716.htm |
| 2016-06-30 | 8-K | 2016-06-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d140219d8k.htm |
| 2016-06-13 | 8-K | 2016-06-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d135656d8k.htm |
| 2016-06-09 | 8-K | 2016-06-03 | 3.02 Unregistered Sales of Equity Securities | 3.02 On June 3, 2016, 472,956 shares of the Company’s common stock were issued pursuant to the conversion of $983,000 aggregate principal amount of the Company’s 5.25% Convertible Senior Secured Notes due 2019. | d135656d8k.htm |
| 2016-05-27 | 8-K | 2016-05-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 8.01 The Company will hold its 2016 Annual Meeting of Stockholders on July 27, 2016, at 10:00 a.m., Central Time. | cas-8k_052516.htm |
| 2016-05-26 | 8-K | 2016-05-26 | 8.01 Other Events | 8.01 A.M. Castle & Co. (the “Company”) is filing this Current Report on Form 8-K solely to update the Company’s Annual Report on Form 10-K (as amended) for the year ended December 31, 2015 (“the Company's 2015 Annual Report”) to reflect: (i) the revised presentation of the Company’s financials from two reportable segments, Plastics and Metals, to one reportable segment, Metals, and (ii) the reclassification of the historical financial results of the Company’s Plastics business as discontinued operations as a result of the agreement dated March 11, 2016 (as amended) to sell certain assets and liabilities of its subsidiary, Total Plastics, Inc., which represented the Company’s Plastics segment in its entirety, to Prophet Equity of Southlake, Texas (the “Transaction”). | cas-8xkx052416.htm |
| 2016-05-19 | 8-K | 2016-05-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 As described in Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.02, the Company issued $23,810,000 in aggregate principal amount of New Convertible Notes effective as of May 19, 2016. 5.02 On May 13, 2016, Brian P. Anderson notified the Company of his intention not to stand for re-election as a director at the 2016 Annual Meeting of Stockholders. 8.01 On May 13, 2016, the Company entered into an agreement with a holder of $1,200,000 in aggregate principal amount of its Old Secured Notes providing for the exchange of such notes for $1,200,000 in aggregate principal amount of its New Secured Notes. | d186081d8k.htm |
| 2016-05-16 | 8-K | 2016-05-13 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed, A.M. Castle & Co. (the “Company”) entered into amendments to the Amended and Restated Transaction Support Agreements (the “Support Agreements”) with certain holders (the “Supporting Holders”) of the Company’s 7.00% Convertible Senior Notes due 2017 (the “Existing Convertible Notes”) and distributed exchange agreements (the “Exchange Agreements”) to the Supporting Holders providing for the exchange of Existing Convertible Notes into new 5.25% Senior Secured Convertible Notes due 2019 (the “New Convertible Notes”) and/or shares of the Company’s common stock (the “Company Common Stock”), at the Supporting Holders’ election. | d175174d8k.htm |
| 2016-05-13 | 8-K | 2016-05-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d136139d8k.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 5.07 A special meeting of the Company’s stockholders was held on May 6, 2016, at which stockholders were asked to consider and vote upon a proposal to approve, as required pursuant to Rule 312 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the issuance of the Company’s common stock upon the conversion of its new 5.25% Convertible Senior Secured Notes due 2019 (the “Issuance Proposal”). 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | cas-8xkx033116.htm |
| 2016-03-22 | 8-K | 2016-03-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | cas-8k_031816.htm |
| 2016-03-17 | 8-K | 2016-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On March 15, 2016, the Company completed the sale of TPI to Buyer, in accordance with the terms of the Purchase Agreement. 8.01 On March 15, 2016, the Company issued a press release in connection with the completion of the sale of TPI described in Item 2.01 above. | cas-8k_031116.htm |
| 2016-03-14 | 8-K | 2016-03-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | cas-8xkx123115.htm |
| 2016-02-24 | 8-K | 2016-02-24 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | cas-8k_022416.htm |
| 2016-02-23 | 8-K | 2016-02-17 | 8.01 Other Events | 8.01 On February 22, 2016, A.M. Castle & Co. (the “Company” or “Castle”) announced that, on February 17, 2016, it closed a transaction with Triple-S Tube Supply, LP and Triple-S Tube Supply ULC (collectively, “Triple-S Tube Supply”) for the sale of inventory from Castle’s Edmonton and Houston facilities that primarily service the oil and gas industries. | d44514d8k.htm |
| 2016-02-17 | 8-K | 2016-02-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of February 12, 2016 (the “Effective Date”), the Human Resources Committee of the Board of Directors of A.M. Castle & Co. (the “Company”) approved a Retention Agreement between the Company’s Total Plastics, Inc. subsidiary (“TPI”) and Thomas L. Garrett, Vice President of the Company and President of TPI (the “Agreement”). | a2016-02x12tpiretentionbon.htm |
| 2016-02-11 | 8-K | 2016-02-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03. 3.03 As previously announced, on February 2, 2016, the Company, the guarantors of the Existing Notes, and U.S. Bank National Association, as trustee and as collateral agent, entered into a supplemental indenture governing the Existing Notes (the “Supplemental Indenture”) in connection with the Exchange Offer and the solicitation of consents to certain proposed amendments (the “Proposed Amendments”) to the Existing Indenture providing for, among other things, elimination of substantially all restrictive covenants and certain events of default in the Existing Indenture and releasing all of the collateral securing the Existing Notes and related guarantees. 8.01 On February 9, 2016, the Company announced that it had entered into an agreement with one of its large equity holders and one of its large public debt holders (the “Agreement”) resulting in additional support for the Exchange Offer. | casform8-kreearlysettlement.htm |
| 2016-02-03 | 8-K | 2016-01-29 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 1, 2016, the Company announced that the minimum participation condition in the Exchange Offer had been satisfied as of the expiration of the early tender period for the Exchange Offer at 5:00 p.m. | a2016-02x02form8kreupdated.htm |
| 2016-01-25 | 8-K | 2016-01-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On January 21, 2016, A. M. Castle & Co. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. 8.01 On January 22, 2016, the Company issued a press release announcing that it has received a notice of non-compliance with the NYSE continued listing standards as described above. | a2016-01x27form8xkrenysede.htm |
| 2016-01-15 | 8-K | 2016-01-15 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 In connection with the Exchange Offer described above, certain financial information concerning the Company’s liquidity position as of December 31, 2015, will be disclosed in a confidential offering memorandum and consent solicitation on the date hereof. | form8-krerefinancing1x15x16.htm |