M&A - STEEL PARTNERS HOLDINGS L.P.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000092189525000568

Filing Summary: On February 21, 2025, Steel Partners Holdings L.P. filed a Schedule 13D concerning its recent acquisition of a significant number of shares of common stock of Trinity Place Holdings Inc. Steel Holdings, through its subsidiary Steel IP Investments, LLC, agreed to purchase 25,862,245 shares from TPHS Lender LLC, totaling an aggregate consideration of $2,586,200. The transaction closed on February 18, 2025, and includes additional agreements that affect the board's structure and shareholder rights. Steel IP, as part of the acquisition, now directly owns approximately 40.0% of Trinity Place's outstanding shares and has entered a shareholder rights agreement, establishing specific governance conditions tied to its ownership stake. The reporting entities emphasized ongoing strategic intentions for their investment in Trinity Place, potentially affecting management and operational structure in the future.

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Form Type: SCHEDULE 13D

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000092189525000067

Filing Summary: 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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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025000391

Filing Summary: 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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