13D Filing: Steel Excel Inc. Makes $75 Per Share Offer for School Specialty Inc (SCOO)

 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

Item 4.                    Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On February 10, 2016, Steel Holdings delivered a letter to the Issuer expressing its interest in acquiring all the outstanding Shares of the Issuer, or at a minimum 80% ownership if current shareholders would like to continue as owners, through an affiliated entity, for an all-cash purchase price of $75.00 per Share. The proposal provides that any transaction would be subject to completion of confirmatory due diligence, negotiation and execution of a merger agreement containing customary terms and conditions for a transaction of this type and size, and other customary conditions. Steel Holdings indicated that it is prepared to move expeditiously and cooperatively to complete a transaction. The foregoing description of Steel Holdings’ proposal letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 7.                    Material to be filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibit:

 

99.1     Letter from Steel Partners Holdings L.P. to School Specialty, Inc., dated February 10, 2016.