BNS Holding Announces Completion of Transaction with Steel Excel
Intends to Distribute Remaining Assets to Stockholders and Liquidate
LOS GATOS, Calif., May 31, 2012 /PRNewswire/ -- BNS Holding, Inc. (Other OTC: BNSSA.PK) ("BNS") announced today the completion of its previously announced transaction with Steel Excel Inc. (Other OTC: SXCL.PK) ("Steel Excel"), whereby Steel Excel acquired all of the capital stock of BNS's operating subsidiary, Sun Well Services, Inc. ("Sun Well"). The acquisition of Sun Well constitutes the acquisition of substantially all of BNS's operating assets.
BNS received 2,027,500 shares of Steel Excel's common stock, valued at $60,825,000, or $30 per share, and approximately $7.9 million of cash.
Affiliates of Steel Partners Holdings L.P. (the "Steel Parties") owned approximately 40% of the stock of Steel Excel and 85% of the stock of BNS at the time the parties entered into the acquisition agreement. Thereafter, the Steel Parties acquired additional shares in the open market, as permitted by the acquisition agreement, and following the closing, the Steel Parties own approximately 51.17% of the outstanding common stock of Steel Excel.
The acquisition agreement and the proposed liquidation of BNS, pursuant to a plan of complete liquidation and dissolution, were approved by the holders of approximately 96% of the outstanding capital stock of BNS at a special meeting of stockholders held on May 29, 2012. In accordance with the acquisition agreement and the plan of liquidation, after payment or the establishment of a reserve for all of its claims and obligations, BNS intends to distribute in the near future all of its remaining assets, consisting primarily of cash and the shares of Steel Excel received in connection with the sale of Sun Well, to its stockholders. The cash amount to be distributed to BNS stockholders unaffiliated with the Steel Parties will be approximately $10.3 million in the aggregate, or approximately $473.48 per share. The distribution to the Steel Parties will consist of the 2,027,500 shares of Steel Excel received in connection with the sale of Sun Well.
In order to consummate the stockholder distribution, BNS's Board of Directors must first set a record date for the distribution and the distribution will occur shortly thereafter. It is not necessary for BNS stockholders to deliver their shares to BNS or BNS's transfer agent in order to receive this distribution.
BNS also intends to create a liquidating trust to facilitate its dissolution and liquidation. BNS then intends to transfer all remaining assets and liabilities of BNS to such liquidating trust, of which BNS's stockholders will become the holders of beneficial interests in the trust. BNS stockholders as of the date of the dissolution will be required to deliver their shares to BNS's transfer agent in order to receive their beneficial interest in the liquidating trust. BNS will notify stockholders when it files for dissolution.
Due to the stockholder distribution and liquidation of BNS discussed above, the transaction is expected to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.
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