Page 11 of 18 – SEC Filing
On December 15, 2017,
Steel Holdings made a proposal to the Issuer to acquire all of the Shares not owned by Steel Holdings or its subsidiaries for $6.00
per share in cash, representing a premium of approximately 33% over the then 30-day volume-weighted average price of the Shares.
However, the Issuer has been unwilling to engage in any meaningful discussions with the Reporting Persons regarding this proposal.
The Reporting Persons intend to continue to communicate with the Issuer’s management and board of directors about a broad
range of strategic and operational matters, including, without limitation, a sale of the Issuer, as a means of enhancing shareholder
value. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect
to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership,
capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions
involving the Issuer or certain of the Issuer’s businesses or assets, or may change their intention with respect to any and
all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis
and may from time to time in the future express their views to and/or meet with management, the board of directors, other shareholders
or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons
may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Such proposals or
plans may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 44,049,127 Shares outstanding, which is
the total number of Shares outstanding as of October 31, 2017 as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 8, 2017.
As of the close of
business on the date hereof, Steel Excel owned directly 5,180,506 Shares, constituting approximately 11.8% of the Shares outstanding.
By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings
and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.
As of the close of
business on the date hereof, SPL owned directly 75,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of
his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares
owned directly by SPL.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
(b) Each
of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to have shared power to vote and dispose
of the Shares owned directly by Steel Excel. Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose
of the Shares owned directly by SPL.
(c) The
transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
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