Steel Connect Files SC 13D for DMC Global Stake

TL;DR

**Steel Connect ups stake in DMC Global, watch this space.**

AI Summary

Steel Connect, Inc. filed an SC 13D on June 13, 2024, regarding its ownership in DMC Global Inc. The filing indicates a change in the beneficial ownership of DMC Global Inc. by Steel Connect, Inc. The specific details of the change in ownership, including the number of shares and percentage, are not fully detailed in the provided text but suggest a significant stake.

Why It Matters

This filing signals a potential shift in control or influence over DMC Global Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions like activist campaigns or takeovers, introducing uncertainty.

Key Players & Entities

• Steel Connect, Inc. (company) — Filing entity
• DMC Global Inc. (company) — Subject company
• 0000921895-24-001414 (filing_id) — Accession Number
• 20240613 (date) — Filing Date

FAQ

Key Financial Figures

• $0.05 — ame of Issuer) Common Stock, par value $0.05 (Title of Class of Securities) 23291
• $26,690,594 — y by Steel Connect Sub is approximately $26,690,594, including brokerage commissions. Such
• $16.50 — do not already own at a price equal to $16.50 per share in cash (the “Proposed
• $13.20 — a 25% premium over the closing price of $13.20 per Share on May 30, 2024 (the last tra
• $13.47 — closing price (ending May 30, 2024) of $13.47 per Share; 11 CUSIP No. 23291C103

Filing Documents

• sc13d04197092_06132024.htm (SC 13D) — 274KB
• ex991tosc13d04197092_061324.pdf (SC 13D) — 764KB
• ex992tosc13d04197092_061324.htm (EX-99.2) — 13KB
• 0000921895-24-001414.txt ( ) — 1342KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, par value $0.05 per share (the “Shares”), of DMC Global Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021.

Identity and Background

Item 2. Identity and Background . (a) This 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 Excel Inc., a Delaware corporation (“Steel Excel”), Steel Connect, Inc., a Delaware corporation (“Steel Connect”), and Steel Connect Sub LLC, a Delaware limited liability company (“Steel Connect Sub”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Steel Holdings owns a majority 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. WebFinancial is a wholly owned subsidiary of Steel Holdings. Steel Excel is a wholly owned subsidiary of SPHG Holdings. WebFinancial and Steel Excel, including through its majority owned subsidiaries, have 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, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub. 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 o

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The aggregate purchase price of the 1,973,039 Shares owned directly by Steel Connect Sub is approximately $26,690,594, including brokerage commissions. Such Shares were acquired with Steel Connect Sub’s cash on hand.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On May 31, 2024, Steel Connect delivered to the board of directors of the Issuer (the “Board”) a non-binding proposal (the “Proposal”) to acquire all the outstanding Shares that the Reporting Persons do not already own at a price equal to $16.50 per share in cash (the “Proposed Transaction”). In the Proposal, Steel Connect, among other things: with the goal of entering into a mutually agreeable transaction that is in the best interests of all stockholders; expressed its belief that a sale of the Issuer would be the best course to allow stockholders to realize maximum value for their Shares, thus achieving the Issuer’s stated objective of its current strategic alternatives review, and would provide stockholders with a superior return as compared to the sale of individual business units; noted that the Proposal represents a 25% premium over the closing price of $13.20 per Share on May 30, 2024 (the last trading day immediately prior to the date of the Proposal) and a 22% premium over the average 30-day closing price (ending May 30, 2024) of $13.47 per Share; 11 CUSIP No. 23291C103

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 20,039,075 Shares outstanding, which is the total number of Shares outstanding as of June 4, 2024 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2024. As of the close of business on the date hereof, Steel Connect Sub owned directly 1,973,039 Shares, constituting approximately 9.8% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub. (b) Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, WebFinancial, Steel Excel 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. 12 CUSIP No. 23291C103 (c) The transactions in the Shares by Steel Connect Sub during the past sixty days are set forth in Schedule B and are incorporated herein by reference. All of such transactions were effected in the open market. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable.

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

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . 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 99.2 hereto and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . Exhibit No. Description 99.1 Proposal from Steel Connect to the Issuer, dated May 31, 2024. 99.2 Joint Filing Agreement by and among the Reporting Persons, dated June 13, 2024. 13 CUSIP No. 23291C103

SIGNATURES

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: June 13, 2024 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 EXCEL INC. By: /s/ Maria Reda Maria Reda, Secretary 14 CUSIP No. 23291C103 STEEL CONNECT, INC. By: /s/ Maria Reda Maria Reda, Secretary STEEL CONNECT SUB LLC By: /s/ Maria Reda Maria Reda, Secretary 15 CUSIP No. 23291C103 SCHEDULE A Executive Officers and Directors of Steel Partners Holdings GP Inc. Name and Position Present Principal Occupation 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 c/o Steel Partners Holdings L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Ryan O’Herrin, 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 Ma

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View this SC 13D filing on SEC EDGAR