Tender Offer Statement by Issuer (sc To-i)
08 Avril 2022 - 12:03PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Steel
Partners Holdings L.P.
(Name
of Subject Company)
Steel
Partners Holdings L.P.
Steel Excel, Inc.
(Names
of Filing Persons - Offeror)
Common
Units, No Par Value
(Title
of Class of Securities)
85814R107
(CUSIP
Number of Class of Securities)
Jason
Wong
Chief
Financial Officer
590
Madison Avenue, 32nd Floor,
New
York, New York 10022
(212)
520-2300
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Colin
Diamond
Andrew
J. Ericksen
White
& Case LLP
1221
Avenue of the Americas
New
York, New York 10020
(212)
819-8200
| ☐ | Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third
party tender offer subject to Rule 14d-1. |
| ☒ | issuer
tender offer subject to Rule 13e-4. |
| ☐ | going
private transaction subject to Rule 13e-3. |
| ☐ | amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of a tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTION
This
Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Steel Partners Holdings L.P., a Delaware limited
partnership (the “Company”), through its wholly owned subsidiary Steel Excel, Inc., a Delaware corporation (“Steel
Excel”), to purchase up to $100 million in value of the Company’s common units, no par value, at a price not less than $40.00
nor greater than $42.00 per unit, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase for Cash dated April 7, 2022 (the “Offer to Purchase”),
a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”),
a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer
to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule
TO, as more particularly described below. Unless otherwise indicated, all references to “units” are to the Company’s
common units, no par value.
| Item
1. | SUMMARY
TERM SHEET |
The
information set forth in the Offer to Purchase under “Summary Term Sheet” is incorporated herein by reference.
| Item
2. | SUBJECT
COMPANY INFORMATION |
| (a) | The
name of the subject company and issuer is Steel Partners Holdings L.P., a Delaware limited
partnership. The address of the Company’s principal executive office is
590 Madison Avenue, 32nd Floor, New York, New York 10022, and its telephone number is (212)
520-2300. |
| (b) | The
information set forth in the Offer to Purchase under “Summary Term Sheet”, “The
Offer, Section 1, General Terms of the Offer”, and “The Offer, Section 2, Number
of Units; Proration” is incorporated herein by reference. As of April 7,
2022, the Company had issued and outstanding approximately 20,715,251 of its units. |
| (c) | Information
about the trading market and price of the units and dividends is set forth under ‘‘The
Offer, Section 8, Price Range of Units and Unitholders’’ of the Offer to Purchase
and is incorporated herein by reference. |
| Item
3. | IDENTITY
AND BACKGROUND OF FILING PERSON |
| (a) | The
Company and Steel Excel are the filing persons and the Company is the subject company. The
Company’s general partner is Steel Partners Holdings GP Inc. (the “General Partner”).
The names of the executive officers and directors of the General Partner are as follows: |
|
|
Position
with the General Partner |
Warren
G. Lichtenstein |
|
Executive
Chairman |
Jack
L. Howard |
|
President,
Director |
Jason
Wong |
|
Chief
Financial Officer |
Gordon
A. Walker |
|
Senior
Vice President |
Rory
Tahari |
|
Director |
John
P. McNiff |
|
Director |
Lon
Rosen |
|
Director |
General
Richard I. Neal |
|
Director |
James
Benenson III |
|
Director |
Eric
P. Karros |
|
Director |
(b) The
names of the executive officers and directors of Steel Excel are as follows:
|
|
Position
with Steel Excel |
Gordon
A. Walker |
|
President,
Director |
Jason
Wong |
|
Senior
Vice President and Treasurer, Director |
Maureen
Mattera |
|
Vice
President |
Maria
Reda |
|
Secretary |
Jack
L. Howard |
|
Director |
The
address and telephone number of the Company, its General Partner, Steel Excel and each of the executive officers and directors of the
General Partner and Steel Excel is 590 Madison Avenue, 32nd Floor, New York, New York 10022, telephone number (212) 520-2300. The information
set forth in the Offer to Purchase under “The Offer, Section 7, Information Concerning the Company and Purposes of the Offer”
is incorporated herein by reference.
| Item
4. | TERMS
OF THE TRANSACTION |
| (a) | Information
about the terms of the transaction under “Summary Term Sheet” and “The
Offer, Sections 1 through 13” of the Offer to Purchase is incorporated herein by reference. |
| (b) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Beneficial Ownership of Common Units
by Directors and Executive Officers” is incorporated herein by reference. |
| Item
5. | PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
| (a) | The
information set forth in the Offer to Purchase under “The Offer, Section 10, Transactions
and Agreements Concerning Units” is incorporated herein by reference. |
| Item
6. | PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS |
| (a) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Purposes of the Offer; Certain Effects
of the Offer” is incorporated herein by reference. |
| (b) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Purposes of the Offer; Certain Effects
of the Offer” is incorporated herein by reference. |
| (c) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Purposes of the Offer; Certain Effects
of the Offer” is incorporated herein by reference. |
| Item
7. | SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| (a) | The
information set forth in the Offer to Purchase under “The Offer, Section 9, Source
and Amount of Funds” is incorporated herein by reference. |
| (b) | The
information set forth in the Offer to Purchase under “The Offer, Section 9, Source
and Amount of Funds” is incorporated herein by reference. |
| (c) | The
information set forth in the Offer to Purchase under “The Offer, Section 9, Source
and Amount of Funds” is incorporated herein by reference. |
| Item
8. | INTEREST
IN SECURITIES OF THE SUBJECT COMPANY |
| (a) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Beneficial Ownership of Common Units
by Directors and Executive Officers” is incorporated herein by reference. |
| (b) | The
information set forth in the Offer to Purchase under “The Offer, Section 7, Information
Concerning the Company and Purposes of the Offer—Securities Transactions” is
incorporated herein by reference. |
| Item
9. | PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED |
| (a) | The
Company has retained MacKenzie Partners, Inc. (“MacKenzie”) as the Information
Agent in connection with the Offer and will pay MacKenzie a fee for its services. In addition,
MacKenzie is entitled to reimbursement of its reasonable out-of-pocket expenses. MacKenzie
may contact unitholders by mail, telephone, facsimile, telex, telegraph or other electronic
means, and may request brokers, dealers, commercial banks, trust companies and other nominee
unitholders to forward material relating to the Offer to beneficial owners. |
The
Company has retained American Stock Transfer & Trust Company, LLC (“American Stock”) to act as the Depositary in connection
with the Offer and will pay American Stock a fee for its services, plus other costs and reimbursement for out-of-pocket expenses.
Each
of MacKenzie and American Stock will be indemnified by the Company against certain liabilities and expenses in connection therewith.
Neither
the Company nor any of its directors, officers or employees, nor the Information Agent or Depositary, makes any recommendation to unitholders
as to whether to tender or refrain from tendering their units.
| Item
10. | FINANCIAL
STATEMENTS |
Not
applicable.
| Item
11. | ADDITIONAL
INFORMATION |
| (a) | (1) The
information set forth in the Offer to Purchase under “The Offer, Section 10, Transactions
and Agreements Concerning Units” of the Offer to Purchase is incorporated herein by
reference. |
| (2) | There
are no applicable regulatory requirements or approvals needed for the Offer. |
| (c) | The
information in the Offer to Purchase and the related Letter of Transmittal, copies of which
are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively,
is incorporated herein by reference. |
The
following are attached as exhibits to this Schedule TO:
| (b) | (1) |
Amended and Restated Credit Agreement, dated as of December 29, 2021, by and among SPH Group Holdings, Steel Excel Inc. and iGo, Inc. (Incorporated by reference to Exhibit 10.1 to Company’s Report on Form 8-K dated December 29, 2021, filed with the Securities and Exchange Commission on December 29, 2021). |
| | |
|
| (d) | (1) |
Preferred Stock Purchase Agreement, dated as of December 15, 2017, by and between ModusLink Global Solutions, Inc. and SPH Group Holdings LLC (Incorporated by reference to Exhibit 10.1 to Company’s Report on Form 8-K dated December 15, 2017, filed with the Securities and Exchange Commission on December 19, 2017). |
| | |
|
|
| (2) | Sixth Amended and Restated Management Agreement by and between SP Corporate Services LLC and SP General Services LLC, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.1 to Steel Partners Holdings L.P.'s Current Report on Form 8-K, filed on January 13, 2015). |
|
| | |
|
| (3) | Incentive Unit Agreement by and between Steel Partners Holdings L.P. and SPH SPV-I LLC, effective as of May 11, 2012 (incorporated by reference to Exhibit 10.2 to Steel Partners Holdings L.P.'s Current Report on Form 8-K, filed on January 13, 2015). |
|
| | |
|
| (4) | Amendment to Incentive Unit Agreement by and between Steel Partners Holdings L.P. and SPH SPV-I LLC, effective as of February 18, 2022 (incorporated by reference to Exhibit 10.4 to Steel Partner’s Holdings L.P.’s Form 10-K, filed on March 10, 2022). |
|
| | |
|
| (5) | Steel Partners Holdings L.P. Second Amended and Restated 2018 Incentive Award Plan (incorporated by reference to Exhibit 10.5 to Steel Partner’s Holdings L.P.’s Form 10-K, filed on March 10, 2022). |
|
| | |
|
| (6) | Steel Partners Holdings L.P. Second Amended and Restated 2018 Incentive Award Plan Form Restricted Unit Agreement (incorporated by reference to Exhibit 10.10 to Steel Partners Holdings L.P.’s Annual Report on Form 10-K, filed April 13, 2021). |
|
| | |
|
| (7) | Steel Partners Holdings L.P. Second Amended and Restated 2018 Incentive Award Plan Form Restricted Unit Agreement (Directors) (incorporated by reference to Exhibit 10.2 to Steel Partners Holdings L.P.’s Quarterly Report on Form 10-Q, filed August 5, 2021). |
|
| | |
|
| (8) | Steel Partners Holdings L.P. Second Amended and Restated 2018 Incentive Award Plan Form Restricted Unit Agreement (incorporated by reference to Exhibit 10.3 to Steel Partners Holdings L.P.’s Quarterly Report on Form 10-Q, filed August 5, 2021). |
|
| | |
| (g) |
None. |
| |
| |
| (h) |
Not applicable. |
| |
| |
| 107 |
Filing Fee Table. |
| Item
13. | INFORMATION
REQUIRED BY SCHEDULE 13E-3 |
Not
applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
STEEL PARTNERS HOLDINGS L.P. |
|
|
|
|
By: Steel Partners Holdings GP Inc. |
|
its General Partner |
|
|
|
|
By: |
/s/ Jason Wong |
|
Name: |
Jason Wong |
|
Title: |
Chief Financial Officer |
Date:
April 7, 2022
|
STEEL EXCEL, INC. |
|
By: |
|
|
|
|
|
By: |
/s/ Jason Wong |
|
Name: |
Jason Wong |
|
Title: |
Chief Financial Officer |
Date:
April 7, 2022
5
Steel Partners (NYSE:SPLP-A)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Steel Partners (NYSE:SPLP-A)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024