Sec Form 13D Filing - STEEL PARTNERS HOLDINGS L.P. (SPLP) filing for AEROJET ROCKETDYNE HLDGS INC C (AJRD) - 2023-05-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 33)1

Aerojet Rocketdyne Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.10

(Title of Class of Securities)

007800 10 5

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 30, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 007800 10 5

  1   NAME OF REPORTING PERSON  
         
        STEEL PARTNERS HOLDINGS L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,598,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,598,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,598,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 007800 10 5

  1   NAME OF REPORTING PERSON  
         
        STEEL PARTNERS HOLDINGS GP INC.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,598,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,598,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,598,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        SPH GROUP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,598,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,598,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,598,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        WEBFINANCIAL HOLDING CORPORATION  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,597,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,597,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,597,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

5

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        SPH GROUP HOLDINGS LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        STEEL CONNECT, INC.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,597,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,597,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,597,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

7

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        STEEL CONNECT SUB LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,597,744  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,597,744  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,597,744  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 007800 10 5

 

  1   NAME OF REPORTING PERSON  
         
        STEEL PARTNERS LTD.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         60,546  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          60,546  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        60,546  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

9

CUSIP No. 007800 10 5

 

< tr style="vertical-align: top; text-align: left">
  1   NAME OF REPORTING PERSON  
         
        WARREN G. LICHTENSTEIN  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         646,093  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         60,546  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          646,093  
    10   SHARED DISPOSITIVE POWER  
           
          60,546  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        706,639  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        LESS THAN 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

10

CUSIP No. 007800 10 5

 

The following constitutes Amendment No. 33 to the Schedule 13D filed by the undersigned (“Amendment No. 33”). This Amendment No. 33 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2(a)-(c) is hereby amended and restated to read as follows:

(a)       This statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), WebFinancial Holding Corporation, a Delaware corporation (“WebFinancial”), Steel Connect, Inc., a Delaware corporation (“Steel Connect”), Steel Connect Sub LLC, a Delaware limited liability company (“Steel Connect Sub”), Steel Partners, Ltd., a Delaware corporation (“SPL”), and Warren G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Steel Excel, Inc. is no longer a Reporting Person in this statement.

Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Accordingly, for purposes of this statement, each of Steel Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.

SPHG owns 100% of the outstanding shares of common stock of WebFinancial. Steel Holdings and SPHG own indirectly through WebFinancial and other wholly owned subsidiaries a controlling interest in Steel Connect, with no such other subsidiary on its own holding in excess of 50% of the capital stock of Steel Connect. Steel Connect Sub is a wholly owned subsidiary of Steel Connect. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, Steel Holdings GP, WebFinancial and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub.

Mr. Lichtenstein is the Chief Executive Officer of SPL. Accordingly, for purposes of this statement, Mr. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

Each Reporting Person disclaims beneficial ownership of the Shares owned directly by another Reporting Person.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Holdings GP, (ii) the executive officers of WebFinancial, (iii) the executive officers and directors of Steel Connect, (iv) the executive officers and directors of Steel Connect Sub, and (v) the executive officers and directors of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The principal business address of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, NY 10022.

11

CUSIP No. 007800 10 5

(c)       Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. WebFinancial is a holding company. The principal business of Steel Connect is serving as a holding company whose wholly owned subsidiary, ModusLink Corporation, serves the supply chain management market. The principal business of Steel Connect Sub is holding securities for the account of Steel Connect. The principal business of SPL is investing in securities. Warren G. Lichtenstein is the Executive Chairman of Steel Holdings GP, the Executive Chairman of Steel Connect and the Chief Executive Officer of SPL.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 3,598,744 Shares beneficially owned by Steel Holdings is approximately $58,100,633, including brokerage commissions. Such Shares were acquired with funds of an entity affiliated with Steel Holdings.

The aggregate purchase price of the 60,546 Shares owned directly by SPL is approximately $1,081,073, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.

Warren G. Lichtenstein owns directly 646,093 Shares, all of which were awarded to him, or issued to him upon exercise of stock options awarded to him, when he was a director of the Issuer and include Shares that were previously held by a “rabbi trust” pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors.

SPL and Mr. Lichtenstein hold their Shares in margin accounts with brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 5.Interest in Securities of the Issuer.

Item 5(a)-(c) is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 80,677,246 Shares outstanding, which is the total number of Shares outstanding as of February 9, 2023 as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 15, 2023.

As of the close of business on the date hereof, Steel Connect Sub owned directly 3,597,744 Shares, constituting approximately 4.5% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, Steel Holdings GP, WebFinancial and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub.

As of the close of business on the date hereof, SPHG Holdings owned directly 1,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.

12

CUSIP No. 007800 10 5

As of the close of business on the date hereof, SPL owned directly 60,546 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with SPL, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

As of the close of business on the date hereof, Warren G. Lichtenstein may be deemed to beneficially own an aggregate of 706,639 Shares, constituting less than 1% of the Shares outstanding, consisting of (i) 646,093 Shares owned directly, including Shares that were previously held by a “rabbi trust” pursuant to the Issuer’s Deferred Compensation Plan for Nonemployee Directors, and (ii) 60,546 Shares owned directly by SPL.

(b)       Each of Steel Holdings, SPHG, Steel Holdings GP, WebFinancial and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Steel Connect Sub. Each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by SPHG Holdings. Mr. Lichtenstein has the sole power to vote and dispose of the Shares reported in this statement owned directly by him and by SPL.

(c)       There were no transactions by the Reporting Persons in securities of the Issuer during the past 60 days except as set forth in Item 6.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On April 30, 2023, WebFinancial and Steel Excel, Inc. (the “Exchanging Parties”) transferred and exchanged an aggregate of 3,597,744 Shares (the “Aerojet Shares”) held by the Exchanging Parties for 3,500,000 shares of Series E Preferred Stock of Steel Connect having a liquidation preference equal to $58.1087 per share pursuant to a Transfer and Exchange Agreement dated as of April 30, 2023 by and among Steel Holdings, Steel Connect and the Exchanging Parties (the “Exchange Agreement”) resulting in Steel Connect Sub owning the Aerojet Shares. The summary above is qualified in its entirety by reference to the Exchange Agreement referenced hereto as Exhibit 99.2. Additional information relating to the Exchange Agreement and the other transactions ancillary thereto can be found in the Form 8-K filed by Steel Holdings with the SEC on May 1, 2023.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit No. Description
   
99.1 Joint Filing Agreement, dated May 2, 2023, by and among the Reporting Persons (filed herewith).
99.2 Transfer and Exchange Agreement, dated as of April 30, 2023, by and among Steel Partners Holdings L.P., Steel Excel, Inc., WebFinancial Holding Corporation and Steel Connect, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Steel Partners Holdings L.P. with the Securities and Exchange Commission on May 1, 2023).

 

13

CUSIP No. 007800 10 5

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 2, 2023 STEEL PARTNERS HOLDINGS L.P.
   
  By: Steel Partners Holdings GP Inc.
General Partner
     
  By:

/s/ Maria Reda

    Maria Reda, Secretary

 

 

  SPH GROUP LLC
   
  By: Steel Partners Holdings GP Inc.
Managing Member
     
  By:

/s/ Maria Reda

    Maria Reda, Secretary

 

 

  SPH GROUP HOLDINGS LLC
   
  By: Steel Partners Holdings GP Inc.
Manager
     
  By:

/s/ Maria Reda

    Maria Reda, Secretary

 

 

  STEEL PARTNERS HOLDINGS GP INC.
   
  By:

/s/ Maria Reda

    Maria Reda, Secretary

 

 

  WEBFINANCIAL HOLDING CORPORATION
   
  By:

/s/ Maria Reda

    Maria Reda, Secretary

 

 

  STEEL CONNECT, INC.
   
  By:

/s/ Jason Wong

    Jason Wong, Chief Financial Officer

 

14

CUSIP No. 007800 10 5

 

  STEEL CONNECT SUB LLC
   
  By:

/s/ Jason Wong

    Jason Wong, Senior Vice President

 

 

  STEEL PARTNERS, LTD.
   
  By:

/s/ Mario Marcon

    Mario Marcon, Chief Financial Officer
     
     
 

/s/ Maria Reda

 

MARIA REDA

as Attorney-In-Fact for Warren G. Lichtenstein

 

15

CUSIP No. 007800 10 5

 

SCHEDULE A

Executive Officers and Directors of Steel Partners Holdings GP Inc.

Name and Position   Present Principal Occupation   Business Address
         
Warren G. Lichtenstein, Executive Chairman and Director   Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jack L. Howard, President and Director   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jason Wong, Senior Vice President and Chief Financial Officer   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Lon Rosen,

Director

   Executive Vice President and Chief Marketing Officer for the Los Angeles Dodgers   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
John P. McNiff, Director   Chairman of Discovery Capital Management, LLC, a multi-strategy hedge fund   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
James Benenson III, Director   Director and Co-President of Summa Holdings, Inc. (“Summa”), a holding company, and director and Co-President of Industrial Manufacturing Company and Industrial Manufacturing Company International, subsidiaries of Summa that own various diversified industrial businesses   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Eric P. Karros, Director   Television analyst for FOX Sports and works for the Los Angeles Dodgers   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Rory H. Tahari,

Director

   Co-founder, State of Mind Partners, a strategic branding and investment firm   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Gary Tankard, Vice President and Chief Accounting Officer   Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

CUSIP No. 007800 10 5

Executive Officers and Directors of WebFinancial Holding Corporation

Name and Position   Present Principal Occupation   Business Address
         
Jack L. Howard,
President and Director		   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Gary Tankard, Vice President and Director   Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jason Wong, Senior Vice President, Treasurer and Director   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

CUSIP No. 007800 10 5

Executive Officers and Directors of Steel Connect, Inc.

Name and Position   Present Principal Occupation   Business Address
         
Warren G. Lichtenstein, Interim Chief Executive Officer and Executive Chairman   Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company  

c/o Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Glen M. Kassan, Vice Chairman   Employee of Steel Services, Ltd., a subsidiary of Steel Partners Holdings L.P., a global diversified holding company  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Jason Wong, Chief Financial Officer   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Fawaz Khalil, President and Chief Executive Officer of ModusLink Corporation   President and Chief Executive Officer of ModusLink Corporation, a wholly owned subsidiary of Steel Connect, Inc. that serves the supply chain management market  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         

Jack L. Howard,

Director

   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company  

c/o Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Maria U. Molland, Director   Director of Steel Connect, Inc., a holding company whose wholly owned subsidiary, ModusLink Corporation, serves the supply chain management market  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Jeffrey J. Fenton, Director   Principal of Devonshire Advisors LLC, an advisory services firm  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Jeffrey S. Wald, Director   Director of Steel Connect, Inc., a holding company whose wholly owned subsidiary, ModusLink Corporation, serves the supply chain management market  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

         
Renata Simril, Director   President and Chief Executive Officer of the LA84 Foundation, a non-profit organization supporting youth sports and the legacy of the 1984 Summer Olympics in Los Angeles  

c/o Steel Connect, Inc.

590 Madison Avenue, 32nd Floor

New York, NY 10022

 

CUSIP No. 007800 10 5

Executive Officers of Steel Connect Sub LLC

Name and Position   Present Principal Occupation   Business Address
         
Jack L. Howard,
President		   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Gary Tankard, Vice President   Vice President and Chief Accounting Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jason Wong, Senior Vice President and Treasurer   Senior Vice President and Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 

CUSIP No. 007800 10 5

Executive Officers and Directors of Steel Partners, Ltd.

Name and Position   Present Principal Occupation   Business Address
         
Warren G. Lichtenstein, Chief Executive Officer   Executive Chairman of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         
Jack L. Howard,
Director and President		   President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
         

Mario Marcon,

Chief Financial Officer

   Employee of Steel Services, Ltd., a subsidiary of Steel Partners Holdings L.P., a global diversified holding company   c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022