Steel Excel, Inc. (OTC Pink: SXCL) is a diversified holding company, which offers oil well services, youth sports services, and facilities. Shares of the holding company shot up 30.43% on Thursday, December 8, 2016. Over the past three months, Steel Excel, Inc. has seen average daily volume of 2,752 shares. However, nearly 25,510 shares or dollar volume of $382,650, has already exchanged hands through early trading on Thursday.
Shares of Steel Excel, Inc. are soaring Thursday, after the company announced that Steel Partners Holdings L.P. (NYSE: SPLP) has signed a definitive agreement to acquire all the remaining shares of the OTC company. Prior to fully acquiring Steel Excel, Inc., Steel Partners Holdings L.P. owned 64% of the company. Under the agreement, Steel Partners will agree to acquire the rest of shares at a rate of $17.80 per share in preferred units. Each preferred unit will have a 9-year term and a coupon of 6%. In addition, the preferred units will have a conversion option that can have the preferred units transferred into Steel Partners common stock. Here is the full press release detailing of the acquisition:
Steel Excel, Inc. Press Release:
NEW YORK–(BUSINESS WIRE)– Steel Partners Holdings L.P. (NYSE:SPLP), a diversified global holding company, today announced it has signed a definitive agreement to acquire the remaining shares it does not own of Steel Excel Inc. (OTC Pink: SXCL).
Steel Partners currently owns approximately 64% of Steel Excel’s outstanding shares. Under the agreement, Steel Partners, through a wholly owned subsidiary, 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. The preferred units will have a 9-year term, carry a 6% coupon, and will be redeemable at any time at the option of Steel Partners in cash or in common units.
“The acquisition marks another step in our business simplification plan, which is aimed at streamlining our corporate structure as we concurrently continue to explore accretive growth opportunities,” said Warren Lichtenstein, Executive Chairman of Steel Partners.
Consummation of the exchange 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 definitive agreement 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.