NEW YORK--(BUSINESS WIRE)--Jan. 9, 2017--
Steel Partners Holdings L.P. (NYSE:SPLP), a diversified global
holding company, today announced that, pursuant to a previously
announced merger agreement, it has commenced an exchange offer to
acquire the 36% of Steel Excel Inc. (OTCPK:SXCL) that it does not own.
Subject to the terms and conditions of the offer, Steel Excel
stockholders who validly tender their shares of Steel Excel common stock
in the offer will receive $17.80 per share in preferred units of Steel
Partners. The offer is scheduled to expire at 12:00 midnight, New York
City time, at the end of February 6, 2017, unless earlier extended or
terminated. The terms and conditions of the offer are described in the
exchange offer documents, which will be mailed to Steel Excel
stockholders.
Consummation of the offer is 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 Board of Directors of Steel
Excel, upon the unanimous recommendation of a special committee
consisting of independent directors, recommends that the unaffiliated
stockholders of Steel Excel accept the offer and tender their shares of
Steel Excel common stock pursuant to the offer.
In connection with the offer, Steel Partners today will file with the
SEC a Registration Statement on Form S-4, including a prospectus/offer
to exchange and certain ancillary documentation that also will be mailed
to Steel Excel stockholders, and Steel Excel will mail a
Solicitation/Recommendation Statement to its stockholders. These
documents contain important information about the offer that should be
read carefully before any decision is made with respect to the offer.
Steel Excel provides premium oil well services to exploration and
production companies and also provides youth sports
services and facilities. The transaction is expected to be completed in
the first half of 2017. Upon completion of the transaction, Steel Excel
will no longer be publicly traded.
Important Information
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. Steel Partners will today
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 SEC. In addition, Steel Excel will today mail
to its stockholders a Solicitation/Recommendation Statement. 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.
In addition, Steel Excel’s stockholders will be able to obtain free
copies of such materials by contacting MacKenzie Partners, Inc., the
information agent, by phone toll-free at (800) 322-2885 or by email at tenderoffer@mackenziepartners.com.
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/20170109005421/en/
Source: Steel Partners Holdings L.P.
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5965
rpondel@pondel.com
