Item 2.02 - Results of Operations and Financial Condition
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.
The information regarding the results of operations and financial condition of
the Company for the third quarter ended September 30, 2020, responsive to this
Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated by
reference herein.
Item 8.01 - Other Events
On November 16, 2020, A.M. Castle & Co. (the "Company") announced that it
reached an agreement in principle (the "Term Sheet") with its first lien lender,
PNC Bank, National Association ("PNC"), and certain of its stockholders to
provide for a new $8.0 million term loan from such stockholders (the "Revolving
B Term Loan"), which will be subordinated to the $125.0 million senior secured,
revolving credit facility (the "Revolving A Credit Facility") under that certain
Revolving Credit and Security Agreement, dated as of August 31, 2017, by and
among the Company, the other Borrowers party thereto, the Guarantors party
thereto, the Lenders party thereto and PNC, as Administrative Agent and
Collateral Agent (as amended, restated, supplemented, or otherwise modified from
time to time, the "Credit Agreement"). Interest on the Revolving B Term Loan
will accrue at a rate of 15.0% per annum, which will be paid-in-kind unless the
Company qualifies and elects to pay such interest in cash. Principal and accrued
paid-in-kind interest will not be payable or callable until the earlier of (i)
the payment in full of the obligations under the Revolving A Credit Facility,
and (ii) 30 days after the maturity of the Revolving A Credit Facility. As part
of this agreement in principle, the Company and PNC also agreed to extend the
maturity of the Credit Agreement to February 28, 2023, and to amend the Credit
Agreement to (i) provide the Company an additional $3.8 million in liquidity
under the Revolving A Credit Facility and (ii) increase the interest applicable
to the Revolving Credit A Facility to LIBOR-base rate plus a margin of 4.0%. The
agreement in principle is subject to customary conditions to closing, including
execution of acceptable documentation and final approval, which the Company
expects to occur during the fourth quarter of 2020.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are filed herewith:

          Exhibit Number       Description
            99.1                 Press Release,     November 16    , 2020



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Cautionary Note Regarding Forward Looking Statements The information contained in the press release attached to this Form 8-K and the contents of this Form 8-K should be read in conjunction with our filings made with the Securities and Exchange Commission. This Form 8-K contains "forward-looking statements". Forward-looking statements are those that do not relate solely to historical fact. Such forward-looking statements only speak as of the date of this release and the Company assumes no obligation to update the information included in this report. Such forward-looking statements reflect our expectations, estimates or projections concerning our possible or assumed future results of operations, including, but not limited to, descriptions of our business strategy, and the benefits we expect to achieve from our working capital management initiative. These statements often include words such as "believe," "expect," "anticipate," "intend," "predict," "plan," "should," or similar expressions. These statements are not guarantees of performance or results, and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include the impact of volatility of metals prices, the cyclical and seasonal aspects of our business, our ability to effectively manage inventory levels, the impact of our substantial level of indebtedness, the impact of the novel Coronavirus (COVID-19) pandemic on our financial results and business, as well as those risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, Part II Item 1A of our quarterly report on Form 10-Q for the quarter ended March 31, 2020, Part II Item 1A of our quarterly report on Form 10-Q for the quarter ended June 30, 2020 and Part II Item 1A of quarterly report on Form 10-Q for the quarter ended September 30, 2020, which will be subsequently filed with the Securities and Exchange Commission. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future, to reflect the occurrence of unanticipated events or for any other reason.


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