SecProbe.io

December 18, 2024
Maria Reda
General Counsel
Steel Connect, Inc.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Re:Steel Connect, Inc.
Schedule 13E-3 Filed December 9, 2024
File No. 005-43347
Dear Maria Reda:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in the Schedule 13E-3, unless
otherwise indicated.
Schedule 13E-3 Filed December 9, 2024
General
We note that the Audit Committee, and not the STCN Board, has rendered a fairness
determination with respect to the Rule 13e-3 transaction. We also note disclosure that
“[t]he Stockholders’ Agreement requires the approval of the Audit Committee for
various transactions, including the Short-Form Merger” (page 3) and that “the Board
duly confirmed the authority of the Audit Committee and delegated to it the power
and authority to, among other things, (1) evaluate and approve the terms of the Short-
Form Merger, (2) retain advisors to assist in the evaluation of the terms of any
potential merger with SP Group, and (3) determine whether to approve a short-form
merger transaction with the SP Group pursuant to the terms of the Stockholders’
Agreement” (page 14). In light of the requirement in Item 8 of Schedule 13E-3 and
Item 1014(a) of Regulation M-A that the Company provide a fairness determination
as to unaffiliated security holders, please provide support, including legal analysis, as
to why the Audit Committee has the authority to act on behalf of the Company in this 1.

December 18, 2024
Page 2
regard. In responding to this comment please:

•supplementally provide us with the resolutions or authorization provided to the
Audit Committee by the STCN Board granting the Audit Committee the authority
to make the disclosures and filings required by Schedule 13E-3 on behalf of the
STCN Board with respect to the current Rule 13e-3 transaction; and

•disclose, if true, that the Audit Committee was authorized to make the disclosures
and filings required by Schedule 13E-3 on behalf of the Company.
2.Please explain the meaning of the following defined terms and any other terms used in
the Schedule 13E-3 that have not been defined therein: SP Investors (page 4), Filing
Persons (page 8), Proposed Settlement (page 8), Reith Settlement Agreement (page
13), Corporate Costs (page 19), Parent (page 38), Predecessor (page 52), and
Successor (page 52).
3.We note references made to a section entitled “Special Factors – The Audit
Committee’s Position on Fairness of the Short-Form Merger,” starting on page 49. It
does not appear that the Schedule 13E-3 contains a section with that title. Please
revise, or otherwise advise.
4.We note the redacted text in Schedule A to the Purchase Agreement between Steel
Excel and the Hale Entities, filed as Exhibit (d)(3) to the Schedule 13E-3. Please
submit a confidential treatment request for the material redacted in this exhibit or
refile the exhibit in unredacted form. Refer to CF Disclosure Guidance Topic No. 7.
We will review and provide comments on the request separately.
Summary Term Sheet, page 1
5.On page 2, we note that the SP Group intends to fund the Per Share Cash Merger
Consideration from “cash on hand or amounts available under SPLP’s existing senior
credit agreement,” but that “SPLP has no plans or arrangements to finance or repay
amounts borrowed, if any, under the Credit Agreement to fund the aggregate Per
Share Cash Merger Consideration and related fees and expenses.” Additionally, on
page 49, we note that you have indicated that the disclosure required by Item 10 of
Schedule 13E-3 and Item 1007(d) of Regulation M-A is not applicable. Please revise
to clarify whether the SP Group expects to use the Credit Agreement to borrow all or
part of the Per Share Cash Merger Consideration. If so, please further expand your
summary of the Credit Agreement on page 2 to include a description of the collateral,
if any. See Item 10 of Schedule 13E-3 and Item 1007(d)(1) of Regulation M-A.
Background of the Short-Form Merger, page 9
6.On page 13, we note that “[f]rom October 30, 2024 to November 27, 2024, MPI
conducted its valuation analysis and periodically updated the Audit Committee
regarding its findings.” Please revise your disclosure to summarize MPI’s updates to
the Audit Committee throughout this period.

December 18, 2024
Page 3
The Audit Committee's Purposes, Alternatives, Reasons and Position on Fairness of the
Short-Form Merger..., page 14
7.On page 15, we note the reference to “[m]anagement’s detailed financial projections
for fiscal years 2025-2028, which are included in Exhibit (c)(2) to this Schedule 13E-
3.” Please revise the Schedule 13E-3 to directly disclose these financial projections
and the assumptions underlying them, quantifying such assumptions where
practicable.
8.The factors listed in Instruction 2 to Item 1014 of Regulation M-A, paragraphs (c), (d)
and (e) of Item 1014, and Item 1015 of Regulation M-A are generally relevant to each
filing person’s fairness determination and should be discussed in reasonable detail.
See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13,
1981). Please revise this section to include the factors described in clause (vi) of
Instruction 2 to Item 1014 and paragraphs (c) and (e) of Item 1014 or explain why
such factors were not deemed material or relevant to the fairness determination of the
Audit Committee. If the procedural safeguards in paragraphs (c) and (e) of Item 1014
were not considered, please explain why the Audit Committee believes that the Rule
13e-3 transaction is fair in the absence of such safeguards.
9.See comment 8 above. We note that the Audit Committee considered the analysis
underlying the opinion of MPI in making its fairness determination. Note that if any
filing person has based its fairness determination on the analysis of factors undertaken
by others, such person must expressly adopt this analysis as their own in order to
satisfy the disclosure obligation under Item 8 of Schedule 13E-3 and Item 1014(b) of
Regulation M-A. See Question 20 of Exchange Act Release No. 34-17719 (April 13,
1981). Please revise to state, if true, that the Audit Committee ultimately adopted
MPI’s analysis and opinion as its own. Alternatively, please briefly explain to us how
the Audit Committee has satisfied its obligation to disclose the material factors upon
which its fairness determination is based.
Opinion of Advisor to the Audit Committee, page 18
10.On page 21-22, we note your disclosure that the niche nature of ModusLink’s
business made it difficult for MPI to identify guideline companies and transactions for
its "Guideline Public Company Analysis" and "Guideline Transactions Analysis,"
respectively. Please revise to explain how the guideline companies and transactions
used in these analyses were identified.
11.In the "Guideline Public Company Analysis," we note that MPI selected a multiple
range of 3.0x to 4.5x times LTM EBITDA and 3.5x to 5.0x times projected 2025
EBITDA and projected 2026 EBITDA. Please explain why the lower end of these
multiple ranges is lower than the lowest of the guideline companies selected (as
shown in the table on page 21).
12.In the "Guideline Transactions Analysis," we note that certain target companies and
buyers are listed as “N.A.” Please revise to provide the names of these companies, or
explain why such company names have been omitted.
SP Group's Purposes, Reasons and Alternatives of the Short-Form Merger, page 25
On page 25, we note that “[t]he SP Group estimates that if they had earlier suspended 13.

December 18, 2024
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STCN’s filing and other obligations under the Exchange Act, STCN would have
achieved cost savings in excess of $3.2 million in each of the past two fiscal years
with respect to the public reporting requirements.” Please revise to state the reasons
for the SP Group undertaking the Rule 13e-3 transaction at this time. See Item 7 of
Schedule 13E-3 and Item 1013(c) of Regulation M-A.
SP Group's Position on the Fairness of the Short-Form Merger, page 26
14.See comment 8 above. Please revise this section to include the factors described in
clause (vi) of Instruction 2 to Item 1014 and paragraphs (c) and (e) of Item 1014 or
explain why such factors were not deemed material or relevant to the fairness
determination of the SP Group. If the procedural safeguards in paragraphs (c) and (e)
of Item 1014 were not considered, please explain why the SP Group believes that the
Rule 13e-3 transaction is fair in the absence of such safeguards.
15.On page 28, we note disclosure to the effect that, except as described in the
background section, the SP Group is not aware of any firm offers by unaffiliated third
parties related to the matters specified in clause (viii) of Instruction 2 to Item 1014 of
Regulation M-A. Please revise to specify how the SP Group considered any such firm
offers in making its fairness determination, or clearly state that the SP Group is not
aware of any such offers during the past two years. See Item 8 of Schedule 13E-3 and
Item 1014(b) of Regulation M-A.
Effects of the Short-Form Merger, page 28
16.Please revise to state, in dollar amounts and percentages, each SP Group Filing
Person’s specific interest in the Company’s net book value and earnings before and
after the Rule 13e-3 transaction, or otherwise advise. See Instruction 3 to Item 1013 of
Regulation M-A.
Item 5. Past Contacts, Transactions, Negotiations and Agreements, page 47
17.We note that the Stockholders’ Agreement and the Purchase Agreement between Steel
Excel and the Hale Entities were filed as Exhibit (d)(2) and Exhibit (d)(3),
respectively. Please revise to describe both of these agreements, naming all persons
that are party to each agreement and describing all material provisions. See Item
1005(e) of Regulation M-A.
Item 13. Financial Information, page 52
18.The SEC no longer maintains public reference facilities where filings can be inspected
and copied by the public. Please revise the disclosure contained in subsection (a)
accordingly.
19.We note that the Company’s Quarterly Report on Form 10-Q for the three-month
period ended October 31, 2024 was filed on December 12, 2024. Please revise this
section to include financial information for this interim period. See Item 1010(a)(2) of
Regulation M-A.

December 18, 2024
Page 5
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions