M&A: Steel Connect, Inc.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025000385

Comments: On January 2, 2025, Steel Connect, Inc. completed a short-form merger with an indirect, wholly-owned subsidiary of Steel Partners Holdings L.P. The merger was approved by the Company's Audit Committee and involved Steel Excel Sub I, LLC merging with Steel Connect, Inc., resulting in Steel Connect becoming an indirect, wholly owned subsidiary of Steel Partners. As part of the merger, each share of common stock was converted into cash consideration of $11.45 and a contingent value right (CVR) to receive a portion of potential Reith Net Litigation Proceeds. The merger led to the cancellation of common shares owned by certain parties and further required notification to NASDAQ for delisting of the common stock. Additionally, a change in control occurred in the Company's board of directors following the merger, resulting in the resignation of several directors and the appointment of two new members. The Company also intends to suspend its reporting obligations under the Securities Exchange Act of 1934.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025000415

Comments: On January 2, 2025, Steel Connect, Inc. completed a short-form merger transaction with Steel Excel Sub I, LLC, whereby Steel Excel Sub I, LLC merged into Steel Connect, Inc., resulting in Steel Connect, Inc. becoming an indirect wholly owned subsidiary of Steel Partners Holdings L.P. Following this merger, the offering of the company’s securities registered under Registration No. 333-248241 has been terminated. The document details the deregistration of securities and the removal of any unsold securities associated with the prior registration statement.

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Form Type: SC 13E3/A

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390025000402

Comments: Amendment No. 3 to Schedule 13E-3, filed by Steel Connect, Inc., reports that the Short-Form Merger was consummated on January 2, 2025. The merger was executed following the adoption of resolutions by Acquisition Co., which owned over 90% of Steel Connect's outstanding stock, thereby negating the need for a shareholder vote. Each share of common stock was converted into cash consideration of $11.45 and a contingent value right (CVR) related to potential litigation proceeds. As part of this transaction, all preferred shares converted to common stock and outstanding restricted shares vested. Following the merger, Steel Connect requested NASDAQ to delist its common stock and suspend trading.

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Form Type: SC 13E3/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390024111351

Comments: This Amendment No. 2 to the Transaction Statement on Schedule 13E-3 is filed in connection with a Short-Form Merger involving Steel Connect, Inc. The filing provides updates regarding the terms and conditions surrounding the Short-Form Merger, which aims to eliminate the shares of Common Stock not owned by minority public stockholders in exchange for cash and a contingent value right linked to the Reith Litigation proceeds. The total expected cost for the merger consideration, including fees and expenses, is approximately $31.2 million, funded from available cash and a senior credit agreement. The Audit Committee determined that the terms of the merger are fair to unaffiliated stockholders. A proposed settlement of ongoing litigation is also discussed, which will ensure that litigation proceeds are distributed to stockholders while the SP Group members waive their rights to distributions based on their holdings before a specified date. The filing highlights forward-looking statements that involve risks affecting the company’s operations and financial performance.

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