0001437749-12-005844.txt : 20120605 0001437749-12-005844.hdr.sgml : 20120605 20120605163045 ACCESSION NUMBER: 0001437749-12-005844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120531 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120605 DATE AS OF CHANGE: 20120605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 12889464 BUSINESS ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 8-K 1 steelexcel_8k-053112.htm FORM 8-K steelexcel_8k-053112.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 31, 2012
 
 
Steel Excel Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
  
 
0-15071
  
 
94-2748530
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
     
 
2603 Camino Ramon, Suite 200, San Ramon, California 94583
(Address of principal executive offices including zip code)
 
 (408) 945-8600
(Registrant’s telephone number, including area code)
 
 
 (Former name or former address, if changed since last report)
 
 
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))
 
 
 
 
 
Item 2.01. Completion of Acquisition or Disposition of Assets.
 
On May 31, 2012, Steel Excel Inc. (the “Company”) completed its previously announced acquisition of Sun Well Service, Inc. (“Sun Well”) from BNS Holding, Inc. (“BNS”). Pursuant to a Share Acquisition Agreement among the Company, BNS, SWH, Inc. (“SWH”) and SPH Group Holdings LLC, dated April 30, 2012 (the “Acquisition Agreement”), the Company acquired all of the capital stock of SWH, the parent company of Sun Well.
 
The acquisition price was paid through the issuance of 2,027,500 shares of the Company’s common stock, valued at $60,825,000, or $30 per share, and approximately $7.9 million of cash. As part of the transaction, approximately $17.6 million of indebtedness owed by Sun Well will remain outstanding, with $16 million of such amount attributable to a term loan under a secured credit facility with a financial institution.  The credit facility also includes a $5 million revolving line of credit, none of which was outstanding on May 31, 2012.
 
Affiliates of Steel Partners Holdings L.P. (the “Steel Parties”) owned approximately 40% of the Company and approximately 85% of BNS prior to the execution of the Acquisition Agreement. As permitted by the terms of the Acquisition Agreement, the Steel Parties purchased 200,000 shares of the Company’s common stock in the open market following the execution of the Acquisition Agreement and prior to the closing date, which, as provided in the Acquisition Agreement, resulted in a reduction of the number of shares issued as part of the acquisition price and a corresponding increase in the portion of the acquisition price paid in cash.  As a result of the transaction, the Steel Parties beneficially own approximately 51.1% of the outstanding common stock of the Company.
 
John J. Quicke, the Company’s Interim President and Chief Executive Officer, is an affiliate of the Steel Parties and the President and Chief Executive Officer of each of SWH and Sun Well and a director of Sun Well.  Jack L. Howard, the Vice-Chairman of the board of the Company, is an affiliate of the Steel Parties, Chairman of the board of BNS and the Vice President, Treasurer and Secretary and a director of each of SWH and Sun Well.
 
The Company appointed a special committee (the “Special Committee”) comprised solely of its independent directors to consider and negotiate this transaction on its behalf, as did BNS. No specific formula or principle (as used in Item 2.01(d) of Form 8-K) was used in determining the amount of consideration paid by the Company in the acquisition. The Special Committee, with the assistance of its independent financial advisor, considered a number of factors in negotiating the acquisition price, including, without limitation, the fairness opinion from its financial advisor.
 
The foregoing summary of the Acquisition Agreement and the transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2012 and which is incorporated herein by reference.
 
Item 5.01. Changes in Control of Registrant.
 
The information regarding the ownership of the common stock of the Company by the Steel Parties contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
 
Item 8.01.  Other Events.
 
On May 31, 2012 Steel Excel Inc. issued a press release announcing the completion of the acquisition.  The press release is attached hereto as Exhibit 99.1.
 
Item 9.01. Financial Statements and Exhibits.
 
(a) Financial Statements of Businesses Acquired.
 
The financial statements required by Item 9.01(a) of Form 8-K are not included in this Current Report. The Company intends to file these financial statements by an amendment within the timeframe permitted by Item 9.01(a).
 
 
 
 
 
(b) Pro Forma Financial Information.
 
The pro forma financial information required by Item 9.01(b) of Form 8-K is not included in this Current Report. The Company intends to file this pro forma financial information by an amendment within the timeframe permitted by Item 9.01(b).
 
(d) Exhibits
 
Exhibit No.    Description    
       
99.1 Press Release issued by Steel Excel Inc. on May 31, 2012.    
 
 
 
 
 
SIGNATURE
 
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.
 
 
 
Steel Excel Inc.
     
 
By:
/s/ Mark A. Zorko
  
    Name:  Mark A. Zorko
    Title:    Chief Financial Officer
         
 
Dated:  June 5, 2012
 
 
 
 
 
EXHIBIT INDEX

Exhibit No.    Description of Exhibit    
       
99.1 Press Release issued by Steel Excel Inc. on May 31, 2012.    
           
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1

Steel Excel Announces Completion of Acquisition of Sun Well Service

San Ramon, CA, May 31, 2012 – Steel Excel Inc. (Other OTC:SXCL.PK) (“Steel Excel” or the “Company”) today announced that it has completed its previously announced acquisition of Sun Well Service, Inc. (“Sun Well”), the operating subsidiary of BNS Holding, Inc. (Other OTC:BNSSA.PK) (“BNS”). Sun Well is a provider of premium well services to oil and gas exploration and production companies operating in the Williston Basin in North Dakota and Montana.

The acquisition price for Sun Well was paid through the issuance of 2,027,500 shares of the Company’s common stock, valued at $60,825,000, or $30 per share, and approximately $7.9 million of cash. Additionally, debt of approximately $17.6 million owed by Sun Well will remain outstanding.

Following the closing of the transaction, Steel Excel intends to combine the operations of Well Services Ltd., the Company’s wholly-owned subsidiary that is a leader in the oilfield services industry in the Bakken basin, with the operations of Sun Well under the direction of the current Sun Well management team. The combined company will operate going forward out of the new Sun Well facility in Williston, North Dakota under the Sun Well name. The Sun Well operations will have 36 work over rigs immediately operating in the Bakken.

Affiliates of Steel Partners Holdings L.P. (the “Steel Parties”) owned approximately 40% of the stock of the Company and 85% of the stock of BNS at the time the parties entered into the acquisition agreement. Thereafter, the Steel Parties acquired additional shares in the open market, as permitted by the agreement, and following the closing the Steel Parties own approximately 51.17% of the outstanding common stock of the Company.

ABOUT STEEL EXCEL

Steel Excel's business is to identify and acquire profitable business operations in which it can utilize its existing working capital and maximize the use of Steel Excel’s net operating losses. The identification of new business operations includes, but is not limited to, businesses in the oilfield services, sports, training, education, entertainment and lifestyle industries. More information is available at the Company’s website: www.steelexcel.com.

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements such as “will,” “believe,” “are projected to be” and similar expressions are statements regarding future events or the future performance of Steel Excel, and include statements regarding projected operating results. These forward-looking statements are based on current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include, but are not limited to: Steel Excel’s ability to consolidate and manage its newly acquired businesses; failure to achieve expected cost savings and other synergies from acquisitions; Steel Excel's ability to identify suitable acquisition candidates or business and investment opportunities; the ability to realize the benefits of Steel Excel’s net tax operating losses; the possibility of being deemed an investment company under the Investment Company Act of 1940, as amended, which may make it difficult to complete future business combinations or acquisitions; the potential need to record impairment charges for marketable securities based on current market conditions; fluctuations in demand for Steel Excel’s services; operating risks inherent in the oilfield services industry; environmental and other health and safety laws and regulations, including those relating to climate change; general economic conditions and our expected liquidity in future periods. For a more complete discussion of risks related to Steel Excel’s business, reference is made to the section titled “Risk Factors” included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 on file with the Securities and Exchange Commission. Except as required by law, Steel Excel assumes no obligation to update any forward-looking information that is included in this release.

Steel Excel Inc.
Investor Relations, 408-957-7811
Investor_Relations@steelexcel.com