| | Item 4 is hereby amended to add the following:
The Merger
As previously disclosed, the Audit Committee of the Board of Directors of the Issuer approved the Short-Form Merger between the Issuer and an indirect, wholly-owned subsidiary of Steel Holdings, which at the Effective Time, together with its affiliates, owned greater than 90% of the outstanding Shares of the Issuer, on an as-converted basis, which approval was made in accordance with the terms of the Stockholders' Agreement.
On January 2, 2025, in compliance with Section 267 of the DGCL, Acquisition Co. merged with and into the Issuer, with the Issuer surviving the Short-Form Merger. As a result of the Short-Form Merger, the Issuer became an indirect wholly owned subsidiary of Steel Holdings.
At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Acquisition Co., the Issuer or any of the Issuer's wholly owned subsidiaries (the "Excluded Shares") and (B) Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL (the "Dissenting Shares")), was cancelled and automatically converted into the right to receive (i) cash consideration equal to $11.45 per Share (the "Per Share Cash Merger Consideration") and (ii) one Reith CVR per Share (together with the Per Share Cash Merger Consideration, the "Per Share Merger Consideration"). The funds required to pay the aggregate Per Share Cash Merger Consideration and related fees and expenses was approximately $31.2 million, which was funded from amounts available under Steel Holdings' Amended and Restated Credit Agreement, dated as of December 29, 2021, among SPH Group Holdings LLC, Steel Excel Inc. and IGo, Inc., as Borrowers, PNC Bank, National Association, in its capacity as administrative agent, the lenders party thereto, and certain of the Borrowers' affiliates in their capacities as guarantors (the "Steel Holdings Credit Agreement").
In addition, as discussed below, prior to the Effective Time, all shares of Series C Preferred Stock and Series E Preferred Stock were converted into Shares and held by Acquisition Co. As of the Effective Time, the Excluded Shares were cancelled and extinguished without any conversion thereof or consideration paid therefor.
At the Effective Time, each share of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that was outstanding immediately prior to the Effective Time, became fully vested, subject to any applicable tax withholding on such acceleration, and, subject to the terms of the CVR Agreement, each holder of a Restricted Share received the Per Share Merger Consideration.
On January 2, 2025, Steel Holdings entered into the CVR Agreement with the Rights Agent pursuant to which, at the Effective Time, eligible holders of Shares received a Reith CVR.
Pursuant to the CVR Agreement, (i) the SP Investors will not receive any portion of the Reith Net Litigation Proceeds with respect to any Shares held by them as of May 1, 2023 or issuable upon conversion of the Convertible Instruments (as defined in the Stockholders' Agreement) and (ii) the current directors and officers of the Issuer, including Messrs. Lichtenstein and Howard, have agreed to waive any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Shares they hold. Acquisition Co. was not entitled to receive any Reith CVRs in the Short-Form Merger. The SP Investors (other than Messrs. Lichtenstein and Howard) are entitled to receive their portion of the Reith Net Litigation Proceeds with respect to the 1,552,838 Shares acquired by them after May 1, 2023 (the "After-Acquired Shares"). As a result, the surviving corporation will retain any Reith Net Litigation Proceeds with respect to the After-Acquired Shares and the remaining Reith Net Litigation Proceeds received will be distributed to the holders of Reith CVRs in accordance with the terms of the CVR Agreement.
The Reith CVRs represent a contractual right only and are not transferable except in the limited circumstances specified in the CVR Agreement. The Reith CVRs are not evidenced by certificates or any other instruments and are not registered with the SEC. The Reith CVRs do not have any voting or dividend rights, and interest will not accrue on any amounts payable on the Reith CVRs to any holder. In addition, the Reith CVRs do not represent any equity or ownership interest in Steel Holdings, the Issuer or any of their affiliates. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is referenced hereto as Exhibit 99.1.
In connection with the consummation of the Short-Form Merger (and not because of any disagreement with the Issuer), (i) each of the following directors of the Issuer resigned as a member of the board of directors of the Issuer as of the Effective Time: Warren G. Lichtenstein, Glen M. Kassan, Joseph Martin, Jeffrey J. Fenton, Jeffrey S. Wald and Renata Simril, and (ii) each of Ryan O'Herrin and Gary Tankard was appointed as a member of the board of directors of the Issuer as of the Effective Time. Neither Mr. O'Herrin nor Mr. Tankard have been appointed to a committee of the board of directors of the Issuer.
On January 2, 2025, the NASDAQ Stock Market filed a Form 25 and the Shares ceased to be quoted on NASDAQ on January 3, 2025 following the completion of the Short-Form Merger. The Issuer expects to file a Form 15 in order to delist and deregister all Shares.
Preferred Stock Conversions
On January 2, 2025, (i) Steel Excel converted its 112,043 shares of Series E Preferred Stock into 634,156 Shares, (ii) WebFinancial converted its 3,387,957 Shares of Series E Preferred Stock into 19,175,628 Shares, and (iii) WebFinancial converted its 35,000 Shares of Series C Preferred Stock into 1,913,265 Shares.
Common Stock Transactions
On January 2, 2025, WHX CS sold 636,447 Shares to Steel Excel in exchange for an aggregate of $7,287,318.15, or $11.45 per Share, after which WHX CS owned 0 Shares.
On January 2, 2025, WF Asset sold 1,311,700 Shares to Steel Excel in exchange for an aggregate of $15,018,965, or $11.45 per Share, after which WF Asset owned 0 Shares.
The funds used to acquire the foregoing Shares by Steel Excel were obtained from working capital of Steel Excel.
On January 2, 2025, Warren G. Lichtenstein (i) sold 182,526 Shares to Steel Excel in exchange for an aggregate of $2,089,922.70, or $11.45 per share, and (ii) received an aggregate of $111,901 in exchange for his 9,773 unvested Restricted Shares which were accelerated and acquired in the Short-Form Merger, after which Mr. Lichtenstein owned 0 Shares. The funds used to acquire the Shares from Mr. Lichtenstein were obtained from borrowings under the Steel Holdings Credit Agreement.
Pursuant to the Short-Form Merger, on January 2, 2025, (i) Jack Howard received $1,314,780.60 in exchange for his 114,828 Shares, or $11.45 per Share (including with respect to 9,773 unvested Restricted Shares which were accelerated and acquired in the Short-Form Merger), after which Mr. Howard owned 0 Shares and (ii) SPL received $73,600.60 in exchange for its 6,428 Shares, or $11.45 per Share, after which SPL owned 0 Shares.
Reorganization
On January 2, 2025, pursuant to an internal reorganization of the Reporting Persons, WebFinancial merged with and into Steel Excel, with Steel Excel surviving the merger (the "Reorganization").
After the foregoing Preferred Stock Conversions, Common Stock Transactions and the Reorganization, Steel Excel owned directly 25,406,560 Shares, which Steel Excel contributed to Acquisition Co. as a capital contribution immediately prior to the Effective Time. |
