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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 (c) (2)
Project Carbon PRESENTATION TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS MARCH 9, 2021 | CONFIDENTIAL | PRELIMINARY DRAFT
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Agenda 2 □ Process Update □ ModusLink Preliminary Observations □ Additional Considerations □ Next Steps
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW (dollars in millions) Fiscal Year Ended July 31, Fiscal Year Ending July 31, CAGR CAGR 2018 2019 2020 2021E 2022E 2023E 2024E 2025E 2018 to 2020 2021E to 2025E Revenue $345.9 $332.9 $338.5 $234.2 $236.5 $240.3 $249.5 $259.3 -1.1% 2.6% Growth % NA -3.8% 1.7% -30.8% 1.0% 1.6% 3.8% 3.9% Base Business VAR 143.5 131.6 145.2 114.2 116.6 116.0 118.3 123.3 New Business VAR 7.8 9.9 3.0 6.2 5.0 7.5 10.0 10.0 VAR $151.3 $141.5 $148.2 $120.4 $121.6 $123.5 $128.3 $133.3 -1.0% 2.6% Growth % NA -6.5% 4.7% -18.8% 1.0% 1.6% 3.8% 3.9% % of Revenue 43.7% 42.5% 43.8% 51.4% 51.4% 51.4% 51.4% 51.4% Cost of Goods Sold (119.4) (106.0) (84.4) (71.5) (72.0) (74.1) (77.0) (80.0) Gross Profit $31.9 $35.5 $63.8 $48.9 $49.6 $49.4 $51.3 $53.3 41.3% 2.2% % of Revenue 9.2% 10.7% 18.8% 20.9% 21.0% 20.6% 20.6% 20.6% % of VAR 21.1% 25.1% 43.0% 40.6% 40.8% 40.0% 40.0% 40.0% Operating Expenses [1] (31.3) (39.3) (35.8) (36.6) (35.4) (35.4) (35.4) (35.4) Depreciation and Amortization 6.8 5.6 4.1 3.5 3.5 3.5 3.5 3.5 Total Adjustments [2] (12.4) 3.4 0.4 2.8 0.0 0.0 0.0 0.0 Adjusted EBITDA ($4.9) $5.2 $32.5 $18.6 $17.7 $17.5 $19.4 $21.4 NMF 3.5% % of Revenue -1.4% 1.6% 9.6% 8.0% 7.5% 7.3% 7.8% 8.3% % of VAR -3.3% 3.7% 21.9% 15.5% 14.6% 14.2% 15.1% 16.1% Preliminary ModusLink Financial Observations Note: Operating expenses burdened with $800k payable to Steel Partners for certain services. 1. FY 2021E operating expenses consist of $33.8 million of recurring SG&A expense and $2.8 million of one - time expenses added - b ack to arrive at Adjusted EBITDA, which include (i) $1.2 million restructuring expense and (ii) $1.6 million one - time non - cash charge. 2. FY 2018 Adjustments consist primarily of $12.7mm reversal of gain on sale of long - lived assets. FY 2019 Adjustments consist primarily of $3.0mm add - back of asset impairment charge. Adjustments also include strategic consulting & related fees, executive severance & employee retention, restructuring expense, other gain or loss on s ale of long - lived assets and dormant entity non - cash charge. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non - recurring ite ms; CAGR refers to Compound Annual Growth Rate; E refers to Estimated; FY refers to Fiscal Year; NA refers to not available; NMF refers to not meaningful figure; VAR refers to Value - Added Revenue. Source: Company management. After stabilizing in FY 2018 – FY 2020, VAR is projected to decline ~20% in FY 2021 before rebounding at a CAGR of ~2.5% over th e projection period. VAR declines in FY 2021 are attributable primarily to (i) customer exits and (ii) organic volume declines at certain top cust ome rs. Gross profit doubled from FY 2018 to FY 2020 amid a management program to cut direct labor costs and exit unprofitable accoun ts, with gross margins generally projected to remain elevated. Management is forecasting that EBITDA will grow at a CAGR of ~3.5% after FY 2021, driven primarily by (i) new business VAR ou tpa cing erosion in the baseline business and (ii) continued cost discipline supporting elevated profit margins. 3 C B A Selected Commentary C A B
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW $390 $346 $298 $304 $289 $254 $193 $186 $151 $142 $148 $120 $122 $124 $128 $133 $35 $36 $37 $37 $38 $39 $41 $46 $49 $50 $52 $54 $56 $58 $61 $- $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0 $800.0 $900.0 $1,000.0 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 CAGRs 2 VAR IVA 10 - Year (2010 – 2020) (9.2%) 4.0% 3 5 - Year (2015 – 2020) (10.2%) 5.6% 4 - Year (2021E – 2025E) 2.6% 4.4% ModusLink Long - Term Value Added - Revenue (VAR) Performance 1. Defined as the market value of goods and services produced by the industry minus the cost of goods and services used in p rod uction. Also described as the industry’s contribution to GDP, or profit plus wages and depreciation, per IBIS World; 2. Refers to fiscal years for ModusLink and calendar years for industry data; 3. Represents 9 - year (CY 2011 – 2020) CAGR due to unavailability of CY 2010 data. CAGR refers to Compound Annual Growth Rate; E refers to Estimated; FY refers to Fiscal Year; VAR refers to Value - Added Revenue. Source: Company management, IBIS World, World Bank. ModusLink VAR vs. Third Party Logistics Industry Value Added (“IVA”) 1 (VAR dollars in millions; IVA dollars in billions) VAR: New Business vs. Erosion (dollars in millions) New Business Erosion VAR IVA / / 4 $45 $31 $42 $20 $33 $26 $12 $8 $10 $3 $6 $5 $8 $10 $10 $89 $80 $36 $35 $67 $87 $19 $43 $20 - $4 $34 $4 $6 $5 $5 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E Erosion has exceeded new business in 8 of the last 10 years, leading to a ~(9)% CAGR over the past decade New Business refers to new customers or new programs with existing customers Erosion refers to VAR declines from existing customer programs
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW ModusLink Profitability Observations 1. Data shown for FY 2010 – FY 2017 represents information for the entire company (prior to the acquisition of IWCO). E refers to Estimated; FY refers to Fiscal Year’ VAR refers to Value - Added Revenue. Source: Company management, Capital IQ, public filings. Gross Profit 1 (dollars in millions) Gross Margins 1 $111 $81 $69 $74 $75 $54 $25 $36 $32 $36 $64 $49 $50 $49 $51 $53 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E 5 12% 10% 10% 10% 10% 10% 5% 8% 9% 11% 19% 21% 21% 21% 21% 21% 28% 23% 23% 24% 26% 21% 13% 20% 21% 25% 43% 41% 41% 40% 40% 40% FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021E FY 2022E FY 2023E FY 2024E FY 2025E Gross Profit as % of Revenue / Gross Profit as % of VAR /
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW $31.9 $63.8 $48.9 $5.0 $1.5 $6.5 $1.8 $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 FY 18A FY 20A Customer Y Customer Z Customer B Other Net Erosion FY 21E $151.3 $148.2 $120.4 $20.4 $7.8 $11.7 $7.7 $4.5 $4.0 $4.4 $7.7 $7.6 $4.9 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 $200.0 FY 18A Growth Erosion FY 20A Customer Y Customer Z Customer B Other Net Erosion FY 21E ModusLink FY 2018 to FY 2021E VAR & Gross Profit Bridge 6 FY refers to Fiscal Year; VAR refers to Value - Added Revenue. Source: Company management. Gross Profit Bridge (dollars in millions) VAR Bridge (dollars in millions) Gross profit growth is attributable to the following factors : (i) elimination of approximately $ 23 million of direct labor costs between FY 2018 and FY 2020 ; (ii) exits from unprofitable customers ; and (iii) organic growth in VAR at certain high margin customers Exits from unprofitable customers Organic growth from existing programs at Customer A and B Customer exits Organic declines in existing programs $31.9 Growth
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW 2H FY'21 2H FY'21 Original Current Difference ($ in millions) Budget Projections $ VAR Base Business VAR 53.7 50.5 ($3.1) New Business VAR 7.3 4.3 ($3.0) Total VAR $61.0 $54.8 ($6.2) % of Revenue 45.0% 52.2% 7.2% Cost of Goods Sold 35.8 35.4 ($0.4) Gross Profit $25.2 $19.4 ($5.8) % of Revenue 18.6% 18.5% -0.1% % of VAR 41.3% 35.4% -5.9% Recurring SG&A 18.7 17.5 ($1.2) Nonrecurring Opex 1 0.0 0.0 $0.0 Add: Depreciation and Amortization 1.7 1.7 ($0.0) Adjusted EBITDA $8.2 $3.6 ($4.5) % of Revenue 6.0% 3.5% -2.6% % of VAR 13.4% 6.6% -6.8% C A Summary Comparison of FY 2021 Forecast vs. Original Budget 1. Recurring SG&A and non - recurring opex sum up to $36.6 million of FY21E operating expenses shown on page 3. 2. Non - recurring opex consists of restructuring expense ($0.7 million budgeted vs. $1.2 million actual), as well as $1.6 million actual non - cash charge that was not budgeted. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non - recurring ite ms; FY refers to Fiscal Year; H refers to Half; NMF refers to not meaningful figure; SG&A refers to Selling, General and Administrative expenses; VAR refers to Value - Added Revenue. Source: Company management. A B 1H VAR – Base business outperformance driven by outperformance at most accounts (including ~$2.5mm variance from delayed Customer Y / Customer Z exits) offset by underperformance in new business generation. 1H Costs – Gross margins elevated given VAR outperformance, with SG&A below budget primarily due to reductions/delays in certain budgete d sales hires and marketing spend. 2H VAR – 2H VAR forecasted to be lower than budget primarily due to headwinds tied to existing Customer B program (~$5mm negative vari ance), continued delays in new contracts tied to COVID - related logos and substantial reduction in the pipeline. 2H Costs – Despite lower VAR forecast than originally budgeted, COGS largely unchanged due to certain fixed costs. SG&A forecast below budget due to pull - back in sales/marketing spend amid pipeline reduction. 2H Adjusted EBITDA – 2H Adjusted EBITDA forecast of $3.6mm is lower than 1H Adj. EBITDA due to (among other factors): (i) headwinds at Customer B, (ii) Customer Y and Customer Z exits, (iii) elevated COGS margins due to VAR reduction and (iv) slightly higher SG&A level. B 7 1H FY 2021 2H FY 2021 Selected Commentary D C D D B 1H FY'21 Original 1H FY'21 Difference ($ in millions) Budget Actual $ VAR Base Business VAR 58.8 63.7 $4.9 New Business VAR 3.3 1.9 ($1.5) Total VAR $62.1 $65.5 $3.4 % of Revenue 44.1% 50.8% 6.6% Cost of Goods Sold 35.3 36.1 $0.8 Gross Profit $26.9 $29.5 $2.6 % of Revenue 19.1% 22.8% 3.8% % of VAR 43.2% 45.0% 1.7% Recurring SG&A 19.3 16.3 ($2.9) Nonrecurring Opex 1,2 0.7 2.8 $2.1 Add: Depreciation and Amortization 1.9 1.8 ($0.1) Adjusted EBITDA $9.5 $15.0 $5.4 % of Revenue 6.8% 11.6% 4.8% % of VAR 15.3% 22.8% 7.5% E E E
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Financial Projections Comparison 1. SG&A for FY 2021 excludes restructuring expenses of $0.7 million in the September Projections and $1.2 million in the Curr ent Projections. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non - recurring ite ms; CAGR refers to Compound Annual Growth Rate; SG&A refers to Selling, General and Administrative expenses; VAR refers to Value - Added Revenue. Source: Company management. 8 Below is a comparison of the current financial projections prepared by ModusLink management to a prior set of projections developed in connection with a refinancing process undertaken in September 2020 (that did not ultimately result in a refinanc ing ) Key differences include: Cumulative impact of lower new business assumptions due to lack of momentum in new customer pipeline / contract delays Lower profit margins due to factors including operating leverage VAR CAGR : ~6% Gross Margin : ~300 to 400 bps expansion SG&A : ~$3 million increase relative to recent levels to support growth VAR CAGR : ~2.5% Gross Margin : ~50 bps compression SG&A : Remains near recent levels Cumulative VAR Reduction : ~9% Cumulative Adjusted EBITDA Reduction : ~29% September Projections Current Projections Difference Fiscal Year ended July 31, Fiscal Year ended July 31, Fiscal Year ended July 31, (dollars in millions) 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 VAR Base Business VAR 112.5 119.7 126.7 131.4 141.3 114.2 116.6 116.0 118.3 123.3 1.8 (3.1) (10.6) (13.1) (18.1) New Business VAR 10.7 10.0 10.0 15.0 15.0 6.2 5.0 7.5 10.0 10.0 (4.5) (5.0) (2.5) (5.0) (5.0) Total VAR $123.1 $129.7 $136.7 $146.4 $156.3 $120.4 $121.6 $123.5 $128.3 $133.3 ($2.8) ($8.1) ($13.1) ($18.1) ($23.1) Growth % -16.9% 5.3% 5.4% 7.1% 6.8% -18.8% 1.0% 1.6% 3.8% 3.9% -1.9% -4.4% -3.7% -3.3% -2.9% Less: Cost of Goods Sold 71.1 73.9 76.5 80.5 84.4 71.5 72.0 74.1 77.0 80.0 0.4 (2.0) (2.4) (3.5) (4.5) Gross Profit $52.1 $55.8 $60.1 $65.9 $71.9 $48.9 $49.6 $49.4 $51.3 $53.3 ($3.2) ($6.2) ($10.7) ($14.6) ($18.6) % of Revenue 18.8% 19.4% 20.2% 21.2% 22.1% 20.9% 21.0% 20.6% 20.6% 20.6% 2.1% 1.6% 0.3% -0.6% -1.5% % of VAR 42.3% 43.0% 44.0% 45.0% 46.0% 40.6% 40.8% 40.0% 40.0% 40.0% -1.6% -2.2% -4.0% -5.0% -6.0% Less: SG&A 1 38.0 38.0 38.0 38.0 38.0 35.4 35.4 35.4 35.4 35.4 (2.6) (2.6) (2.6) (2.6) (2.6) Add: Depreciation and Amortization 3.6 3.6 3.6 3.6 3.6 3.5 3.5 3.5 3.5 3.5 (0.1) (0.1) (0.1) (0.1) (0.1) Add: Adjustments 0.0 0.0 0.0 0.0 0.0 1.6 0.0 0.0 0.0 0.0 1.6 0.0 0.0 0.0 0.0 Adjusted EBITDA $17.7 $21.4 $25.8 $31.5 $37.6 $18.6 $17.7 $17.5 $19.4 $21.4 $0.9 ($3.7) ($8.3) ($12.1) ($16.2) % of Revenue 6.4% 7.4% 8.7% 10.1% 11.5% 7.9% 7.5% 7.3% 7.8% 8.3% 1.5% 0.0% -1.4% -2.3% -3.3% % of VAR 14.4% 16.5% 18.9% 21.5% 24.0% 15.5% 14.6% 14.2% 15.1% 16.1% 1.1% -2.0% -4.7% -6.4% -8.0%
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW ModusLink Process Observations 9 □ 200+ parties contacted between launch in early 2019 and re - launch in early 2020 □ Four LOI’s received, with offers ranging between ~$15mm - $60mm 1 □ FY 2020 results reflect profitability turnaround, but certain topline headwinds have surfaced in FY 2021 □ Certain considerations raised by parties during sales process remain: » No clear path to winning new logos and/or top - line growth » Complexity of global operations raises scalability concerns » Unsustainable lack of investment in the business 1. Documentation of $60 million offer subject to confirmation. Source: Company management and financial advisor.
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW Next Steps & Timing 10 □ ModusLink Next Steps □ IWCO Projections & Corporate Review □ Preparation of Preliminary Financial Analyses □ Discussion of Potential Response Considerations
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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Steel Connect, Inc . (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company . This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith . Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials . The materials are for discussion purposes only . Houlihan Lokey expressly disclaims any and all liability, whether direct or indirect, in contract or tort or otherwise, to any person in connection with the materials . The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee . The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent . Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure . However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws . For this purpose, the tax treatment of a transaction is the purported or claimed U . S . income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U . S . income or franchise tax treatment of the transaction . If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent . Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters . Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee . The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials . Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter . The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required . The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party . The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company . Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee . In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materials is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party . The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates . The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description . Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor . Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques . Accordingly, the analyses contained in the materials must be considered as a whole . Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view . The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction . Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable . Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold . The materials do not constitute a valuation opinion or credit rating . 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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable . The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material . 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CONFIDENTIAL - PRELIMINARY DRAFT - SUBJECT TO FURTHER REVIEW 13 CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCI AL AND VALUATION ADVISORY HL .com
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| This ‘SC 13E3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 7/8/22 | PREM14A | ||
| 3/9/21 | ||||
| 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 |