STEL PARTLTD PHSP Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJanuary 15, 2020 , the Board of Directors ofSteel Partners Holdings GP Inc. (the "Board"), the general partner ofSteel Partners Holdings L.P. (the "Company," "we" or "us"), entered into the First Amendment (the "Board Amendment") to our Seventh Amended and Restated Agreement of Limited Partnership (the "Current LP Agreement") to adopt a short-term extension (the "Short-Term Extension") of the tax protective provisions found in Section 4.9 of the Current LP Agreement (the "Tax Benefits Protective Provisions"). The Tax Benefits Protective Provisions, which were initially added to the Current LP Agreement following adoption by the Board and the approval by our limited partners at the 2016 Annual Meeting of Limited Partners, protect benefits of the net operating loss carryforwards of our subsidiaries and portfolio companies (the "Tax Benefits") by impeding a "change of control" under Section 382 of the Internal Revenue Code of 1986, as amended. The Tax Benefits Protective Provisions took effect onFebruary 7, 2017 and expire by their terms three years later onFebruary 7, 2020 (subject to earlier expiration at the Board's discretion, including where the protection of the Tax Benefits are no longer applicable or desirable). The Board adopted the Board Amendment pursuant to its amendment powers under Section 13.1(e) of the Current LP Agreement in light of the impending expiration of Section 4.9 of the Current LP Agreement. The Board also simultaneously adopted, subject to approval by the limited partners, a longer-term, three-year extension of the Tax Benefits Protective Provisions in the Current LP Agreement (the "Long-Term Amendment"), which the Company intends to present to the limited partners at a special meeting of limited partners to be held inFebruary 2020 . The Board adopted the Board Amendment with the Short-Term Extension solely to preserve the Tax Benefits during the brief gap period betweenFebruary 8, 2020 and the earliest practicable date on which the Company could convene a special meeting of limited partners to vote on the Long-Term Amendment. In adopting the Board Amendment, the Board concluded that the Short-Term Extension was in the best interests of the Company and its limited partners and would not adversely affect the limited partners as a whole, due to the significant value of the Tax Benefits to the Company and the prior vote in favor of the Tax Benefits by more than 95% of unitholders (excluding "broker non-votes") at the 2016 Annual Meeting of Limited Partners. Pursuant to the Board Amendment, the expiration date of the Tax Benefits Protective Provisions was extended to the earlier of (i) a meeting of limited partners held to vote on the Long-Term Amendment and (ii)June 17, 2020 (30 days after the one-year anniversary of our 2019 Annual Meeting of Limited Partners), subject to earlier expiration at the Board's discretion, including where the protection of the Tax Benefits is no longer applicable or desirable. The foregoing description of the Board Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Board Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Proxy Statement Information
IN CONNECTION WITH THE PROPOSED LONG-TERM AMENDMENT (THE "PROPOSAL"), THE
COMPANY WILL FILE A PROXY STATEMENT AND OTHER DOCUMENTS WITH THE
A definitive proxy statement will be sent or made available to stockholders of
the Company seeking their approval of the Proposal as described above.
Unitholders may obtain a free copy of the definitive proxy statement (when
available) and other documents filed by the Company with the
The Company and its directors and executive officers may, under the rules of the
Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by the use of such words as "may," "should," "expect," "hope," "anticipate," "believe," "intend," "plan," "estimate," and other similar expressions, but these words are not the exclusive means of identifying such statements. We caution that a variety of factors, including but not limited to the following, could cause our results to differ materially from those
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expressed or implied in our forward-looking statements: our ability to deploy
our capital in a manner that maximizes unitholder value; the ability to identify
suitable acquisition candidates or business and investment opportunities; the
inability to realize the benefits of net operating losses of our affiliates and
subsidiaries; the ability to consolidate and manage our newly acquired
businesses; fluctuations in demand for our products and services; general
economic conditions; and other risks detailed from time to time in filings we
make with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibits
First Amendment, dated as of January 15, 2020 , to the
Seventh Amended and Restated Agreement of Limited
Partnership, dated as of October 12, 2017 , by Steel
3.1 Partners Holdings GP Inc. , as General Partner .
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