March 3, 2020
Marec E. Edgar
President and Chief Executive Officer
A. M. Castle & Co.
1420 Kensington Road, Suite 220
Oak Brook, IL 60523
Re: A. M. Castle & Co.
Registration Statement on Form S-4
Filed February 27, 2020
File No. 333-236682
Tender Offer Statement on Schedule TO
File No. 005-31304
Filed February 27, 2020
Dear Mr. Edgar:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cautionary Note Regarding Forward-Looking Statements, page iii
1. We note the reference to the Private Securities Litigation Reform Act of
1995. We
remind you that the safe harbor protections for forward-looking
statements contained in
the federal securities laws do not apply to statements made in
connection with a tender
offer. See Section 27A(b)(2)(C) of the Securities Act, Section
21E(b)(2)(C) of the
Exchange Act and Question 117.05 of the Going Private Transactions,
Exchange Act Rule
13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations
(January 26, 2009)
available at www.sec.gov. Please revise and refrain from referring to
such safe harbor
Marec E. Edgar
A. M. Castle & Co.
March 3, 2020
Page 2
provisions in any future press releases or other communications
relating to the exchange
offer.
General
2. Within the prospectus, please revise to provide all information
required by Item 14 and
paragraphs (a)(5) and (a)(7) of Item 19 of Form S-4. It appears that
you are not eligible to
incorporate by reference because you do not satisfy the public float
requirement of
Instruction I.B.1 to Form S-3. Please refer to Instruction
B.1.a.(ii).A of Form S-4.
3. The preliminary prospectus disseminated to security holders in an
early commencement
exchange offer must be complete and contain all required information.
Accordingly,
please remove the language that the "prospectus is not complete" and
"Subject to
Completion" from the cover page of your prospectus. Please see
question I.E.2. of the
July 2001 Supplement to the Division of Corporation Finance's Manual
of Publicly
Available Telephone Interpretations, available on our website at
www.sec.gov.
4. Please advise why this transaction is not subject to Exchange Act Rule
13e-3.
5. We note the disclosure on the cover page indicating that the Issuer
has entered into
Support Agreements with holders of old notes, who, in the aggregate,
hold in excess of
96% of the outstanding principal amount of the old notes. Please
confirm the Support
Agreements are in compliance with Question 139.29 of the Securities
Act Sections
Compliance and Disclosure Interpretations, dated September 22, 2016,
available on our
website at www.sec.gov.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jacqueline Kaufman at 202-551-3797, Lilyanna Peyser at
202-551-3222 or
Perry Hindin at 202-551-3444 with any other questions.
FirstName LastNameMarec E. Edgar Sincerely,
Comapany NameA. M. Castle & Co.
Division of
Corporation Finance
March 3, 2020 Page 2 Office of Trade
& Services
FirstName LastName