Steel Partners Holdings L.P. (NYSE:SPLP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
First Amendment to Merger Agreement
On December 23, 2016, Steel Partners, Merger Sub and Steel Excel
entered into a First Amendment to the Merger Agreement (the
Amendment) for the following purposes: (a) to modify the
terms of the Parent Preferred Units to be issued to the Offer and
the Merger to provide that (i) the 6.0% dividend on the Parent
Preferred Units will be cumulative, (ii) Steel Partners will
offer to repurchase, on a pro rata basis in cash, 20% of the
Parent Preferred Units to be issued to the Offer and the Merger
or redeem within the first three years after the consummation of
the Offer, and (iii) all redemptions of the Parent Preferred
Units shall be made on a pro rata basis (and shall not be made by
lot); (b) to clarify that the parties agree that the Offer and
the Merger are integrated transactions and that the parties will
treat the exchange of Shares for Parent Preferred Units, whether
to the Offer or the Merger, as a transaction governed by Section
721(a) of the Internal Revenue Code, and to accordingly amend the
Merger Agreement to provide for Parent (rather than Merger Sub)
to make the Offer; and (c) for administrative reasons, to provide
that (i) Parent shall cause any Shares purchased to the Offer to
be contributed to SPH Group LLC and then to SPH Group Holdings
LLC, each of which is a wholly owned subsidiary of Parent, and
(ii) to amend the Merger Agreement such that, at the effective
time of the Merger, the Company shall continue as the surviving
corporation of the Merger as a direct wholly owned subsidiary of
SPH Group Holdings LLC.
The modifications to the terms of the Parent Preferred Units
provided for in the Amendment were the result of discussions with
significant stockholders of Steel Excel following the
announcement of the transaction, including funds affiliated with
GAMCO Investors, Inc. that own about 12.3% of Steel Excels
outstanding shares.
The foregoing summary of the Amendment and the transactions
contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of
the Amendment, a copy of which is attached as Exhibit 2.1 to this
report and is incorporated herein by reference.
The Merger Agreement and the above description have been included
to provide investors and security holders with information
regarding the terms of the Merger Agreement. They are not
intended to provide any other factual information about the
Company, Parent, Merger Sub or their respective subsidiaries or
affiliates or stockholders. The representations, warranties and
covenants contained in the Merger Agreement were made only for
purposes of the Merger Agreement and as of specific dates; were
solely for the benefit of the parties to the Merger Agreement;
and may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made by
each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of the Company, Parent, Merger Sub or any of their
respective subsidiaries, affiliates, businesses or stockholders.
Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Merger Agreement, which subsequent information may or
may not be fully reflected in public disclosures by the Company
or Parent. Accordingly, investors should read the representations
and warranties in the Merger Agreement not in isolation but only
in conjunction with the other information about the Company or
Parent and their respective subsidiaries that the respective
companies include in reports, statements and other filings they
make with the SEC.
Additional Information and Where to Find It
The Offer described above has not yet commenced. This Current
Report on Form 8-K is neither an offer to purchase or exchange
nor a solicitation of an offer to sell or exchange shares of
Steel Excels common stock, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. At the time
the Offer is commenced, Steel Partners will file a Registration
Statement on Form S-4, containing a prospectus/offer to exchange,
a form of letter of transmittal and other related Offer documents
with the SEC. In addition, Steel Excel will mail to its
stockholders a Solicitation/Recommendation Statement on Schedule
14D-9. Stockholders will be able to obtain the Registration
Statement on Form S-4, the prospectus/offer to exchange, and the
Solicitation/Recommendation Statement of the Company on Schedule
14D-9, as each may be amended or supplemented from time to time,
and related materials with respect to the Offer free of charge at
the website of the SEC at www.sec.gov, and from any information
agent named in the Offer materials. Stockholders may also obtain,
at no charge, any such documents filed with or furnished to the
SEC by Parent under the Investors Relations section of Parents
website at www.steelpartners.com. STOCKHOLDERS ARE ADVISED TO
READ THESE DOCUMENTS, INCLUDING ANY SOLICITATION/RECOMMENDATION
STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS
ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE
SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER
THEIR SHARES INTO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
Forward-Looking Statements
This communication may contain certain forward-looking statements
that reflect Steel Partners current expectations and projections
about its future results, performance, prospects and
opportunities. Forward-looking statements are based on
information currently available to Steel Partners and are subject
to a number of risks, uncertainties and other factors that could
cause its actual results, performance, prospects or opportunities
in 2016 and beyond to differ materially from those expressed in,
or implied by, these forward-looking statements. These factors
include, without limitation, Steel Partners subsidiaries need for
additional financing and the terms and conditions of any
financing that is consummated, their customers acceptance of its
new and existing products, the risk that Steel Partners and its
subsidiaries will not be able to compete successfully, the
possible volatility of Steel Partners unit price and the
potential fluctuation in its operating results. Although Steel
Partners believes that the expectations reflected in its
forward-looking statements are reasonable and achievable, any
such statements involve significant risks and uncertainties, and
no assurance can be given that the actual results will be
consistent with the forward-looking statements. Investors should
read carefully the factors described in the Risk Factors section
of Steel Partners filings with the SEC, including its Form 10-K
for the year ended December 31, 2015 and Form 10-Q for the
quarterly period ended September30, 2016, for information
regarding risk factors that could affect Steel Partners results.
Except as otherwise required by federal securities laws, Steel
Partners undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other
reason.
|
Item7.01. |
Regulation FD Disclosure. |
On December 23, 2016, Parent issued a press release announcing
that Parent and the Company entered into the Amendment. A copy of
such press release is attached as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference. The information
furnished in Exhibit 99.1 shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed incorporated
by reference in any future filings by Parent under the Securities
Act of 1933, as amended, or the Exchange Act, unless Parent
expressly sets forth in such future filing that such information
is to be considered filed or incorporated by reference therein.
|
Item9.01. |
Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 2.1 |
First Amendment to Agreement and Plan of Merger, dated as of December 23, 2016, by and among Steel Partners Holdings L.P., SPH Acquisition Co. and Steel Excel Inc. |
| 99.1 | Press Release dated December 23, 2016 |
About Steel Partners Holdings L.P. (NYSE:SPLP)
Steel Partners Holdings L.P. (SPLP) is a diversified holding company that engages in multiple businesses through consolidated subsidiaries, associated companies and other interests. The Company owns and operates businesses, and has investments in companies, in various industries, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. The Company’s segments are Diversified Industrial, Energy, Financial Services, and Corporate and Other. The Company’s Diversified Industrial segment consists of its Handy & Harman Ltd. (HNH) and WebFinancial Holding LLC (WFH LLC). The Company’s Energy Segment includes the operations of Steel Excel, Inc. (Steel Excel). The Financial Services segment consists of the Company’s subsidiary, WebFinancial Corporation (WFHC), which conducts financial operations through its subsidiary, WebBank, and WF Asset Corp. Steel Partners Holdings L.P. (NYSE:SPLP) Recent Trading Information
Steel Partners Holdings L.P. (NYSE:SPLP) closed its last trading session up +0.40 at 15.65 with 439 shares trading hands.