UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 26, 2017
Handy & Harman Ltd.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-2394
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13-3768097
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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590 Madison Avenue, 32
nd
Floor, New York, New York
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(212) 520-2300
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
☒ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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Merger Agreement
On June 26, 2017, Handy &
Harman Ltd., a Delaware corporation (the “
Company
” or “
HNH
”), entered into an Agreement
and Plan of Merger (the “
Merger Agreement
”) with Steel Partners Holdings L.P., a Delaware limited
partnership (“
Parent
” or “
Steel Partners
”), and Handy Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Parent (“
Merger Sub
”), pursuant to which,
among other things, Parent and Merger Sub will make a tender offer (the “
Offer
”) to purchase any and all
of the outstanding shares of common stock, par value $0.01 per share (the “
Shares
”), of the Company not
already owned by Parent or any entity that is an affiliate of Parent, for 1.484 6.0% Series A preferred units, no par value
(the “
Parent Preferred Units
”), of Parent for each Share (the “
Offer Price
”). SPH Group
Holdings LLC, a wholly owned subsidiary of Parent, beneficially owns approximately 70.0% of the outstanding Shares.
Pursuant to the Merger Agreement, Parent
and Merger Sub have agreed to commence the Offer no later than 20 business days after the date of the Merger Agreement. Merger
Sub’s obligation to accept for payment and Parent’s obligation to pay for Shares pursuant to the Offer is subject to
various conditions, including (a) a nonwaivable condition that there be validly tendered and not withdrawn prior to the expiration
of the Offer that number of Shares that, when added to the Shares already owned by Parent and its subsidiaries, would represent
at least a majority of all then outstanding Shares, (b) a nonwaivable condition that there be validly tendered and not withdrawn
prior to the expiration of the Offer that number of Shares that would represent at least a majority of all then outstanding Shares
not owned by Parent or any of its affiliates, (c) the Parent Preferred Units issuable in the Offer and the Merger (as defined below)
have been authorized for listing on the New York Stock Exchange, (d) Shares held by stockholders that have properly exercised appraisal
rights under Delaware law do not exceed ten percent (10%) of the Shares outstanding immediately prior to the expiration of the
Offer, and (e) other customary conditions. There is no financing condition to the obligations to consummate the Offer.
The Merger Agreement further provides
that upon the terms and subject to the conditions set forth therein, following completion of the Offer, Merger Sub will merge with
and into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent
(the “
Merger
”). In the Merger, each outstanding Share (other than Shares held by the Company or any of its subsidiaries,
Parent, Merger Sub or any other subsidiary of Parent, or held by stockholders who are entitled to demand, and who properly demand,
appraisal rights under Delaware law), will be converted into the right to receive the Offer Price, without interest. The Merger
is subject to the following closing conditions: (i) Merger Sub having accepted for payment all Shares validly tendered and
not withdrawn in the Offer and (ii) there being in effect no law or order which makes the Merger illegal or otherwise prohibits
the consummation of the Merger.
The Merger Agreement includes customary
representations, warranties and covenants of the Company, Parent and Merger Sub, including, among other things, a covenant of the
Company not to solicit alternative transactions or to provide information or enter into discussions in connection with alternative
transactions, subject to certain exceptions to allow the board of directors of the Company to exercise its fiduciary duties. The
Merger Agreement may be terminated under certain circumstances, including in connection with superior proposals as set forth therein.
If the Company terminates the Merger Agreement to enter into an agreement for a superior proposal and in other specified circumstances,
the Company would be required to pay Parent a $3,800,000 termination fee and its transaction expenses up to $1,000,000.
The foregoing summary of the Merger Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by
reference.
The Merger Agreement and the above description
have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They
are not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries
or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for
purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement;
and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each
contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to
investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations
of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates,
businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants
may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures
by the Company or Parent. Accordingly, investors should read the representations and warranties in the Merger Agreement not in
isolation but only in conjunction with the other information about the Company or Parent and their respective subsidiaries that
the respective companies include in reports, statements and other filings they make with the Securities and Exchange Commission
(the “
SEC
”).
Additional Information and Where to Find It
The Offer described above has not yet
commenced. This Current Report on Form 8-K is neither an offer to purchase or exchange nor a solicitation of an offer to sell
or exchange shares of HNH’s common stock, nor shall there be any sale of securities in any jurisdiction in which such offer,
sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
At the time the Offer is commenced, Steel Partners will file a tender offer statement on Schedule TO and a Registration Statement
on Form S-4, containing a prospectus/offer to exchange, a form of letter of transmittal and other related Offer documents with
the SEC. In addition, HNH will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Steel Partners and
HNH may also file other documents with the SEC regarding the transaction. Stockholders will be able to obtain the Schedule TO,
the Registration Statement on Form S-4, the prospectus/offer to exchange, and the Solicitation/Recommendation Statement of the
Company on Schedule 14D-9, as each may be amended or supplemented from time to time, and related materials with respect to the
Offer free of charge at the website of the SEC at www.sec.gov, and from any information agent named in the Offer materials. Stockholders
may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors
Relations” section of the Company’s website at www.handyharman.com. STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS,
INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO, AS WELL AS ANY
OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
Forward-Looking Statements
This communication may contain certain “forward-looking
statements” that reflect the Company’s current expectations and projections about its future results, performance,
prospects and opportunities. Forward-looking statements are based on information currently available to the Company and are subject
to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities
in 2017 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors
include, without limitation, the Company’s need for additional financing and the terms and conditions of any financing that
is consummated, customers’ acceptance of the Company’s new and existing products, the risk that the Company will not
be able to compete successfully, the possible volatility of the Company’s share price and the potential fluctuation in its
operating results. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable
and achievable, any such statements involve significant risks and uncertainties, and no assurance can be given that the actual
results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk
Factors” section of the Company’s filings with the SEC, including its Form 10-K for the year ended December 31, 2016,
for information regarding risk factors that could affect the Company’s results. Except as otherwise required by federal securities
laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events, changed circumstances or any other reason.
Item 7.01.
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Regulation FD Disclosure.
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On June 26, 2017, Parent and the Company
issued a press release announcing that they had entered into the Merger Agreement. A copy of such press release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information furnished in Exhibit 99.1 shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in
any future filings by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company expressly
sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 26, 2017, by and among Steel Partners Holdings L.P., Handy Acquisition Co.
and Handy & Harman Ltd.
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99.1
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Press Release dated June 26, 2017
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 26, 2017
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HANDY & HARMAN LTD.
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By:
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/s/ Douglas Woodworth
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Name:
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Douglas Woodworth
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Title:
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Chief Financial Officer
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Index of Exhibits
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Exhibit No
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 26, 2017, by and among Steel Partners Holdings L.P., Handy Acquisition Co.
and Handy & Harman Ltd.
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99.1
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Press Release dated June 26, 2017
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Handy & Harman Ltd. (NASDAQ:HNH)
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