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mandjb

03/25/24 11:19 AM

#111853 RE: 2morrowsGains #111849

2morrow: STCN I haven't looked at the preferred

Once I saw the Steel Partners control, I'd seen enough.

I haven't looked at the terms of the preferred conversions.

My fear is it wouldn't matter to the minority holders. Even if there's more cash on the BS, does that equate to value available to common holders?
Or could Lichtenstein delist the company and use it as a private NOL farm while the poison pill prevents any outside offers from being a threat and the common languishes in OTC land? "Expert Market," anyone?

Maybe not but I'd rather avoid companies with proven shysters at the helm.
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littlefish

03/25/24 1:18 PM

#111860 RE: 2morrowsGains #111849

STCN- No I don’t believe so. There was the stock transfer that was valued at that, then STCN monetized those transferred shares. Was a smart tax move by SPHG but threw minority holders under the bus. The cash is already on the balance sheet, ripe for the picking by the majority holders and their ideas lol.

I haven’t looked hard but that was my understanding reading it. I was looking at page 49-50 in last annual.

Basically I think that conversion price was the value considered in transferring those shares of the acquired company IIRC.

“ Following approval of the Nasdaq Proposal by the Steel Connect stockholders (the “Stockholder Approval”), the Series E Convertible Preferred Stock became convertible into an aggregate of 19.8 million shares of the Common Stock, and votes together with the Common Stock and participates in any dividends paid on the Common Stock, in each case on an as-converted basis. Refer to Note 25 - "Related Party Transactions" for more information on the Voting Agreement.”

So basicallly Steel partners already paid the $10.27 conversion price thru the stock transfer was how I was reading it.

All IMO only.