Exhibit 99.3
A. M. Castle & Co.
Offer to Exchange and Consent Solicitation Pursuant to the Prospectus, dated March 17, 2020
for Any and All of the
5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (CUSIP No. 148411AK7) and
Solicitation of Consents to Proposed Amendments to the Related Indenture
THE EXCHANGE OFFER AND THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 26, 2020, UNLESS EXTENDED OR EARLIER TERMINATED BY US (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “WITHDRAWAL DEADLINE”). |
March 17, 2020
To Our Clients:
This letter relates to the offer by A. M. Castle & Co. (the “Company”) to exchange (the “Exchange Offer”) (i) the number of shares of its common stock and (ii) new notes for each $1,000 of principal amount of outstanding 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (the “old notes”) as set forth in the summary offering table on the inside front cover of the prospectus dated March 17 as filed with the Securities and Exchange Commission (as may be amended or supplemented, the “Prospectus”), in accordance with and subject to the terms and conditions set forth in the Prospectus, a copy of which accompanies this letter, and the letter of transmittal (as each may be amended or supplemented from time to time) (collectively, the “Offer Documents”). Certain terms used and not defined herein shall have the respective meanings ascribed to them in the Prospectus.
Concurrently with the Exchange Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders for certain amendments to the indenture governing the old notes to eliminate or amend substantially all of the restrictive covenants, release all collateral securing the Issuer’s obligations under the indenture governing the old notes (the “Existing Indenture”), and modify certain of the events of default and various other provisions, contained in the Existing Indenture (collectively, the “Proposed Amendments”). Each holder that tenders old notes in the Exchange Offer will be deemed to have consented to the Proposed Amendments. Holders may not deliver consents to the Proposed Amendments without tendering their old notes, and holders may not tender their old notes without delivering consents.
This material is being forwarded to you as the beneficial owner of the old notes held by us for your account but not registered in your name. A TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS A PARTICIPANT IN THE DEPOSITORY TRUST COMPANY PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the old notes held by us for your account and to consent to the Proposed Amendments applicable to such old notes, pursuant to the terms and conditions set forth in the enclosed Offer Documents. You may only tender your old notes by book-entry transfer of the old notes into the exchange agent’s account at The Depository Trust Company. We urge you to read carefully the applicable Offer Documents , and the related letter of transmittal before instructing us to tender your old notes. Copies of the Offer Documents (including the related letter of transmittal) may be requested directly from Wilmington Savings Fund Society, FSB, Attention: Corporate Trust Middle Office, 501 Car Road, Suite 100, Wilmington, DE 19809, Tel: 302-571-7014, Email: CTMiddleOffice@wsfsbank.com.
Your instructions should be returned to us as promptly as possible in order to permit us to tender the old notes on your behalf in accordance with the provisions of the Exchange Offers. The Exchange Offer will expire at 5:00 p.m., New York City time, on March 26, 2020, unless extended. Any old notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on March 26, 2020.
