M&A: STEEL PARTNERS HOLDINGS L.P.
Form Type: SCHEDULE 13D
Filing Date: 2025-01-06
Corporate Action: Merger
Type: Update
Accession Number: 000092189525000067
Comments: Amendment No. 38 to Schedule 13D filed by Steel Partners Holdings L.P. on January 6, 2025, reflects the completion of a Short-Form Merger involving Steel Connect, Inc. The Audit Committee of the Board approved the merger with an indirect, wholly-owned subsidiary of Steel Holdings which owned over 90% of the Shares. The merger was effective on January 2, 2025, resulting in Steel Connect becoming a wholly-owned subsidiary of Steel Holdings. Shareholders, upon the merger's effectiveness, received $11.45 cash per Share and one Reith CVR (Contingent Value Rights) per Share. The total cash consideration was approximately $31.2 million, sourced from the Steel Holdings Credit Agreement. Existing shares including restricted stock became vested, and upon the merger completion, various changes in the Board of Directors occurred with multiple resignations and new appointments. Following the merger, shares ceased trading on NASDAQ and delisting is anticipated. The document details conversions of preferred stocks into common shares and common stock transactions leading to acquisition by Steel Excel, indicating a thorough restructuring and internal reorganization within the company structure.
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Additional details:
Item 4 Description: The Merger details including the cash and CVR considerations for shareholders.
Item 4 Merger Effective Time: January 2, 2025
Item 4 Per Share Cash Merger Consideration: $11.45
Item 4 Total Cash Consideration: $31.2 million
Item 4 Cvr Agreement Details: Holders of Reith CVRs do not receive litigation proceeds from certain acquired shares.
Item 4 Directors Resigned: Warren G. Lichtenstein, Glen M. Kassan, Joseph Martin, Jeffrey J. Fenton, Jeffrey S. Wald, Renata Simril
Item 4 New Directors: Ryan O'Herrin, Gary Tankard
Item 4 Delisting Status: Shares ceased quoted on NASDAQ on January 3, 2025.
Item 4 Stock Conversion Details: Steel Excel converted preferred stocks into common shares.
Form Type: 8-K
Filing Date: 2025-01-02
Corporate Action: Merger
Type: New
Accession Number: 000121390025000391
Comments: On January 2, 2025, Steel Partners Holdings L.P. announced the completion of a short-form merger with Steel Connect, Inc. An indirect, wholly-owned subsidiary of Steel Partners merged with Steel Connect, which became an indirect wholly owned subsidiary of Steel Partners following the merger. This transaction was approved by Steel Connect's Audit Committee and followed the stockholders' agreement dated April 30, 2023. The total cash consideration for the merger was approximately $31.2 million, funded by Steel Partners' existing senior credit agreement. Additionally, a Contingent Value Rights (CVR) Agreement was entered into on the same date, giving eligible holders of Steel Connect’s Common Stock rights to receive a portion of the Reith Net Litigation Proceeds. The surviving corporation from the merger plans to delist Steel Connect from NASDAQ and suspend its reporting obligations with the SEC.
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Additional details:
Effective Time: 2025-01-02
Transaction Affected Company: Steel Connect, Inc.
Subsidiary Involved: Steel Excel Sub I, LLC
Consideration Amount: 31.2 million
Cv Rights Agent: Equiniti Trust Company, LLC
Nasdaq Notification: Yes
Post Merger Status: Steel Connect is now an indirect wholly owned subsidiary of Steel Partners.