Steel Partners Holdings (SPLP) – Odd Lot Tender Offer – $79 Potential

Current Price – $16.70

Offer Price - $16.50 – $17.50

Upside - 4.8% or $79 for Odd Lot holders

Downside – 1.2% or -$20 for Odd Lot holders

Expiration date – April 23, 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Steel Partners Holdings L.P., a Delaware limited partnership is offering to purchase for cash, up to $49 million in value of its common units, no par value, upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal.  The Offer will commence on March 25, 2014 and terminate at 5:00 P.M., Eastern Time, on April 23, 2014.

At the maximum Purchase Price of $17.50 per unit, we could purchase 2,800,000 units if the Offer is fully subscribed, which would represent approximately 9.1% of our outstanding units as of March 21, 2014.  At the minimum Purchase Price of $16.50 per unit, we could purchase 2,969,697 units if the Offer is fully subscribed, which would represent approximately 9.6% of our outstanding units as of March 21, 2014.

No proration for Odd Lot holders:

If more than $49 million in value of units are properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date for the Offer, we will purchase units as follows:

first, from all holders of “small lots” of less than 100 units who properly tender all of their units at or below the Purchase Price and do not properly withdraw them before the Expiration Date for the Offer;

second, from all other unitholders who properly tender units at or below the Purchase Price and do not properly withdraw them before the applicable Expiration Date, on a pro rata basis.

Source of Funds:

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the units, together with related fees and expenses, to be approximately $49,125,000. We plan to fund any purchase of units pursuant to the Offer, including the related fees and expenses, using available domestic cash and borrowings under our Credit Facility (as defined below). As of March 12, 2014, we had approximately $28.6 million of available domestic cash and approximately $47.5 million available for borrowing under the Credit Facility. The Company has no alternative financing arrangements or plans relating to the Offer other than those described herein.