NEW YORK--(BUSINESS WIRE)--Dec. 23, 2016--
Steel Partners Holdings L.P. (NYSE:SPLP), a diversified global
holding company, today announced it has entered into an amendment to its
definitive agreement to acquire the 36% of Steel Excel Inc. (OTCPK:SXCL)
that it does not own.
Under the agreement, as amended, Steel Partners will commence an
exchange offer to acquire all of the outstanding shares of Steel Excel’s
common stock (not owned by Steel Partners or any of its affiliated
entities) for $17.80 per share in preferred units of Steel Partners. As
a result of the amendment, the terms of the preferred units have been
modified to provide that:
-
the 6% dividend on the preferred units will be cumulative;
-
Steel Partners will offer to repurchase or redeem, for cash on a pro
rata basis, 20% of the preferred units to be issued in the transaction
within the first three years after completion of the transaction; and
-
all redemptions of the preferred units must be made on a pro rata
basis (and may not be made by lot).
The amendment was 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 Excel’s outstanding shares. The preferred units
will continue to have a 9-year term and will be redeemable at any time
at the option of Steel Partners in cash or in common units (though
redemptions in common units will not be counted towards the 20%
repurchase threshold). Steel Partners will apply to have the preferred
units be listed on the New York Stock Exchange.
Consummation of the exchange offer remains subject to customary
conditions, including the tender of a number of shares of Steel Excel’s
common stock that constitutes at least (1) a majority of Steel Excel’s
outstanding shares and (2) a majority of Steel Excel’s outstanding
shares not owned by Steel Partners or any of its affiliates. The
definitive agreement, as amended, was unanimously approved by a special
committee of the Board of Directors of Steel Excel consisting of
independent directors, as well as the Boards of Directors of each of
Steel Excel and the general partner of Steel Partners. The transaction
is expected to be completed in the first half of 2017.
Steel Excel provides premium oil well services to exploration and
production companies and also provides youth sports
services and facilities. Upon completion of the transaction, Steel Excel
will no longer be publicly traded.
Important Information
The exchange offer described in this press release has not yet
commenced. This press release is for informational purposes only and it
is neither an offer to purchase or exchange nor a solicitation of an
offer to sell or exchange shares of Steel Excel’s 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 exchange 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 exchange
offer documents with the United States Securities and Exchange
Commission (the “SEC”). In addition, Steel Excel will mail to its
stockholders a Solicitation/Recommendation Statement on Schedule 14D-9.
Steel Excel’s stockholders are strongly advised to read these exchange
offer materials carefully and in their entirety when they become
available, as they may be amended from time to time, because they will
contain important information about such exchange offer that Steel
Excel’s stockholders should consider prior to making any decisions with
respect to such exchange offer. Steel Excel’s stockholders will be able
to obtain a free copy of any such documents filed with the SEC at the
website maintained by the SEC at www.sec.gov.
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 proposed 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 satisfaction of closing conditions for the
transaction; the possibility that the transaction will not be completed,
or if completed, not completed on a timely basis; 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.
Steel Partners cannot give any assurance that any of the transactions
contemplated by the definitive agreement will be completed or that the
conditions to the exchange offer will be satisfied. 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/20161223005363/en/
Source: Steel Partners Holdings L.P.
For more information:
PondelWilkinson Inc.
Roger S.
Pondel, 310-279-5965
rpondel@pondel.com
