NEW YORK--(BUSINESS WIRE)--Feb. 7, 2017--
Steel Partners Holdings L.P. (NYSE:SPLP), a diversified global
holding company, today announced that it has successfully completed its
exchange offer to acquire the shares of Steel Excel Inc. (OTCPK:SXCL)
that it does not own.
The offer expired at 12:00 midnight, New York City time, at the end of
February 6, 2017. As of the expiration, 3,165,407 shares had been
validly tendered and not validly withdrawn, representing approximately
96.0% of Steel Excel’s outstanding shares of common stock (including
shares owned by Steel Partners and its affiliated entities) and
approximately 88.1% of Steel Excel’s outstanding shares of common stock
not owned by Steel Partners or any of its affiliates. The conditions to
the offer were satisfied, and Steel Partners has accepted for payment
and will promptly pay for all validly tendered shares.
Steel Partners expects to complete the acquisition of the remaining
shares of Steel Excel promptly through a merger without a vote or
meeting of Steel Excel’s stockholders, pursuant to Section 253 of the
General Corporation Law of the State of Delaware. Each of the remaining
shares of Steel Excel common stock subject to, but not purchased in, the
offer will be converted into the right to receive the same $17.80 per
share in preferred units of Steel Partners that will be paid in the
offer. The preferred units will be listed on the New York Stock Exchange
under the ticker symbol “SPLPPRA”; Steel Partners expects the listing
will become effective on February 10, 2017.
Upon completion of the merger, Steel Excel will become an indirect
wholly owned subsidiary of Steel Partners. Steel Excel’s common stock
will no longer be quoted on the OTC Market.
American Stock Transfer & Trust Company, LLC is acting as depositary for
the offer.
About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. is a diversified global holding company
that engages in multiple businesses through consolidated subsidiaries,
associated companies and other interests. It owns and operates
businesses and has significant interests in leading companies in various
industries, including diversified industrial products, energy, defense,
supply chain management and logistics, banking and youth sports.
Forward-Looking Statements
Statements in this press release regarding the transaction between Steel
Partners and Steel Excel, the expected timetable for completing the
transaction, future financial and operating results, benefits of the
transaction, future opportunities for Steel Partners’ and Steel Excel’s
businesses and any other statements by management of Steel Partners
concerning future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements. Generally, forward-looking
statements include expressed expectations, estimates and projections of
future events and financial performance and the assumptions on which
these expressed expectations, estimates and projections are based. All
forward-looking statements are inherently uncertain as they are based on
various expectations and assumptions about future events, and they are
subject to known and unknown risks and uncertainties and other factors
that can cause actual events and results to differ materially from
historical results and those projected. Risks and uncertainties include
the ability of Steel Partners to successfully integrate Steel Excel’s
business and the risk that the expected benefits of the transaction may
not be realized or maintained.
A further list and description of additional business risks,
uncertainties and other factors can be found in the “Risk Factors”
section of Steel Partners’ filings with the SEC, including Steel
Partners’ Form 10-K for the year ended December 31, 2015 and Form 10-Q
for the quarterly period ended September 30, 2016. Copies of these
filings, as well as subsequent filings, are available online at www.sec.gov.
Many of the factors that will determine the outcome of the transaction
are beyond Steel Partners’ ability to control or predict. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170207005797/en/
Source: Steel Partners Holdings L.P.
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5965
rpondel@pondel.com
