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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/08/22 Steel Connect, Inc. SC 13E3 9:45M Steel Connect, Inc. EdgarAgents LLC/FA Handy & Harman Ltd. Jack L. Howard SP Merger Sub, Inc. SPH Group Holdings LLC SPH Group LLC Steel Excel Inc. Steel Partners Holdings GP, Inc. Steel Partners Holdings L.P. Steel Partners, Ltd. Warren G. Lichtenstein WHX CS Corp. |
Document/Exhibit Description Pages Size
1: SC 13E3 Tender-Offer Statement by an Issuer - HTML 80K
Going-Private Transaction
9: EX-FILING FEES Filing Fee Table HTML 17K
2: EX-99.C2 Discussion Materials, Dated March 9, 2021, HTML 40K
Prepared by Houlihan Lokey Capital, Inc. for the
Special Committee of the Board of Directors of
Steel Connect, Inc
3: EX-99.C3 Selected Observations, Dated March 31, 2021, HTML 32K
Prepared by Houlihan Lokey Capital, Inc. for the
Special Committee of the Board of Directors of
Steel Connect, Inc
4: EX-99.C4 Preliminary Discussion Materials, Dated September HTML 137K
9, 2021, Prepared by Houlihan Lokey Capital, Inc.
for the Special Committee of the Board of
Directors of Steel Connect, Inc
5: EX-99.C5 Preliminary Discussion Materials, Dated October HTML 36K
21, 2021, Prepared by Houlihan Lokey Capital, Inc.
for the Special Committee of the Board of
Directors of Steel Connect, Inc
6: EX-99.C6 Preliminary Discussion Materials, Dated January HTML 31K
10, 2022, Prepared by Houlihan Lokey Capital, Inc.
for the Special Committee of the Board of
Directors of Steel Connect, Inc
7: EX-99.C7 Preliminary Discussion Materials, Dated April 4, HTML 100K
2022, Prepared by Houlihan Lokey Capital, Inc. for
the Special Committee of the Board of Directors of
Steel Connect, Inc
8: EX-99.C8 Discussion Materials, Dated June 12, 2022, HTML 163K
Prepared by Houlihan Lokey Capital, Inc. for the
Special Committee of the Board of Directors of
Steel Connect, Inc
Exhibit 107
Exhibit Fee Table
Calculation of Filing Fee Table
Schedule 13E-3
(Form Type)
Steel Connect, Inc.
(Name of registrant as specified in its charter)
Steel Connect, Inc.
Steel Partners Holdings L.P.,
SP Merger Sub, Inc.
Handy & Harman Ltd.
WHX CS Corp.
Steel Partners, Ltd.
SPH Group LLC
SPH Group Holdings LLC
Steel Partners Holdings GP Inc.
Steel Excel Inc.
Warren G. Lichtenstein
Jack L. Howard
(Name of persons filing statement)
Table 1: Transaction Value
| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filling Fee | ||||||||||
| Fees to be Paid | $ | 57,642,441.75 | (1) | 0.0000927 | $ | 5,343.45 | (2) | |||||
| Fees Previously Paid | $ | – | $ | – | ||||||||
| Total Transaction Valuation | $ | 57,642,441.75 | ||||||||||
| Total Fees Due for Filing | $ | 5,343.45 | ||||||||||
| Total Fees Previously Paid | $ | – | ||||||||||
| Total Fee Offsets | $ | – | ||||||||||
| Net Fee Due | $ | 5,343.45 | ||||||||||
Table 1: Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number | Initial Filing Date |
Filing Date | Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
| Fee Offset Claims | PREM14A | 001-35319 | July 7, 2022 | $ | 5,343.45 | |||||||||||||
| Fee Offset Sources | Steel Connect Inc. | PREM14A | 001-35319 | July 7, 2022 | $5,343.45(3) | |||||||||||||
| (1) | Solely for purposes of calculating the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934 (as amended, “Exchange Act Rule 0-11”), this amount represents (i) the sum of (a) 60,398,784 shares of common stock of Steel Connect, Inc. (the “Company”), par value $0.01 per share (the “Shares”), minus (b) 18,182,705 Shares held by Steel Partners Holdings L.P. and its wholly owned subsidiaries, plus (c) 482,026 restricted Shares held by directors and officers of the Company, multiplied by (ii) the Per Share Merger Consideration of $1.35 per Share. |
| (2) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, the underlying value of the transaction was based on the total maximum consideration to be received by the registrant in the transaction ($57,642,441.75). In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $57,642,441.75 by 0.0000927. |
| (3) | The Company previously paid $5,343.45 upon the filing of its Preliminary Proxy Statement on Schedule 14A on July 7, 2022 in connection with the transaction reported hereby. |
| This ‘SC 13E3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/8/22 | PREM14A | ||
| 7/7/22 | PREM14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/22 Steel Connect, Inc. SC 13E3/A 3:4.7M Steel Connect, Inc. EdgarAgents LLC/FA 8/11/22 Steel Connect, Inc. SC 13E3/A 1:125K Steel Connect, Inc. EdgarAgents LLC/FA 8/03/22 Steel Connect, Inc. SC 13E3/A 8/02/22 1:125K Steel Connect, Inc. EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/08/22 Steel Connect, Inc. PREM14A 7/07/22 2:8.1M EdgarAgents LLC/FA 6/14/22 Steel Connect, Inc. 10-Q 4/30/22 84:7.4M Workiva Inc Wde… FA01/FA 6/13/22 Steel Connect, Inc. 8-K:1,7,9 6/12/22 15:1M EdgarAgents LLC/FA 11/30/21 Steel Connect, Inc. 10-K/A 7/31/21 13:570K Workiva Inc Wde… FA01/FA 10/29/21 Steel Connect, Inc. 10-K 7/31/21 134:12M Workiva Inc Wde… FA01/FA |