SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2018
STEEL PARTNERS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
590 Madison Avenue, 32nd Floor, New York, New York
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 520-2300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02 Unregistered Sales of Equity Securities.
On June 27, 2018, Steel Partners Holdings L.P. (the "Company") entered into purchase agreements with minority stockholders (the "Minority Stockholders") of WebFinancial Holding Corporation, a Delaware corporation, pursuant to which the Company purchased shares of common stock and preferred stock of WebFinancial Holding Corporation in exchange for aggregate consideration totaling $12.5 million, comprised of cash, 185,407 common units of the Company, no par value (the "Common Units"), and 186,271 6.0% Series A preferred units of the Company, no par value (the "Preferred Units"). The Minority Stockholders were given a choice as to the form of consideration received. The Company has made an offer to repurchase the common stock and preferred stock of the remaining minority stockholders of WebFinancial Holding Corporation on the same terms as the recently completed purchases.
The Common Units and Preferred Units were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, based on the fact that (i) each of the Minority Stockholders is an "accredited investor," as such term is defined in Rule 501 of Regulation D and (ii) the Company did not use any form of general solicitation or advertising to offer the Common Units or Preferred Units.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 27, 2018
STEEL PARTNERS HOLDINGS L.P.
Steel Partners Holdings GP Inc.
Its General Partner
/s/ Douglas B. Woodworth
Douglas B. Woodworth
Chief Financial Officer