Synalloy Announces $10 Million Rights Offering
16 Noviembre 2021 - 7:00AM
Business Wire
– Rights Offering Will Be Available To All
Shareholders Of Record On November 29, 2021 –
– Oversubscription Privilege Available To
Shareholders Who Fully Subscribe –
– Insiders And Largest Shareholders Intend
To Fully Subscribe And Exercise Oversubscription Privileges
–
Synalloy Corporation (Nasdaq: SYNL) (“Synalloy” or the
“Company”), an industrials company focused on the production and
distribution of piping, tubing and specialty chemicals, today
announced its Board of Directors approved a $10 million rights
offering (the “Rights Offering”) to existing shareholders.
Under the terms of the Rights Offering, the Company will be
distributing non-transferable subscription rights to each holder of
its common stock as of 5:00 p.m., Eastern Standard Time, on
November 29, 2021 (the “Record Date”). The subscription rights may
be exercised at any time during the subscription period, which is
expected to commence on November 30, 2021. The subscription rights
will expire if they are not exercised by 5:00 p.m., Eastern
Standard Time, on December 16, 2021.
One subscription right will be distributed for each share of
common stock held as of the Record Date, with each subscription
right exercisable for 0.083768 shares of common stock at an
exercise price of $12.75 per full share of common stock. The
Company will not issue any fractional shares upon exercise of any
subscription rights in the Rights Offering, and shareholders must
exercise subscription rights which would result in the issuance of
at least one whole share of common stock to participate in the
Rights Offering.
Each stockholder that exercises its basic subscription rights in
full will be entitled, subject to certain limitations and
conditions, to oversubscribe for additional shares that remain
unsubscribed at the expiration of the Rights Offering. If the
Rights Offering is oversubscribed, then any exercise of the
oversubscription privilege will be subject to proration as set
forth in the offering documents.
Certain of the Company’s insiders, including all of the
directors and the interim CEO, and the Company’s two largest
shareholders, Privet Fund LP (“Privet”) and UPG Enterprises LLC
(“UPG”), have indicated to the Company that they will be exercising
their basic subscription rights in full. Additionally, Privet and
UPG have indicated to the Company that they intend to oversubscribe
for additional shares of common stock as well. However, no
stockholders have made any formal binding commitment in such
regard.
The Company plans to use the proceeds from the rights offering
for growth initiatives, which may include potential acquisitions,
and for general corporate purposes.
The Rights Offering will be made pursuant to the shelf
registration statement on Form S-3, which became effective on April
19, 2019, and a prospectus supplement containing the detailed terms
of the Rights Offering to be filed with the Securities and Exchange
Commission.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any offer, solicitation or sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Synalloy
Corporation
Synalloy Corporation (Nasdaq: SYNL) is a company that engages in
a number of diverse business activities including the production of
stainless steel and galvanized pipe and tube, the master
distribution of seamless carbon pipe and tube, and the production
of specialty chemicals. For more information about Synalloy
Corporation, please visit its web site at www.synalloy.com.
Forward-Looking
Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
and other applicable federal securities laws. All statements that
are not historical facts are forward-looking statements. Forward
looking statements can be identified through the use of words such
as "estimate," "project," "intend," "expect," "believe," "should,"
"anticipate," "hope," "optimistic," "plan," "outlook," "should,"
"could," "may" and similar expressions. The forward-looking
statements are subject to certain risks and uncertainties,
including without limitation those identified below, which could
cause actual results to differ materially from historical results
or those anticipated. Readers are cautioned not to place undue
reliance on these forward-looking statements. The following factors
could cause actual results to differ materially from historical
results or those anticipated: adverse economic conditions,
including risks relating to the impact and spread of and the
government’s response to COVID-19; inability to weather an economic
downturn; the impact of competitive products and pricing; product
demand and acceptance risks; raw material and other increased
costs; raw material availability; financial stability of the
Company’s customers; customer delays or difficulties in the
production of products; loss of consumer or investor confidence;
employee relations; ability to maintain workforce by hiring trained
employees; labor efficiencies; risks associated with acquisitions;
environmental issues; negative or unexpected results from tax law
changes; inability to comply with covenants and ratios required by
the Company’s debt financing arrangements; and other risks detailed
from time-to-time in Synalloy Corporation's Securities and Exchange
Commission filings, including our Annual Report on Form 10-K, which
filings are available from the SEC. Synalloy Corporation assumes no
obligation to update any forward-looking information included in
this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20211116005418/en/
Company Contact Aaron Tam
Chief Financial Officer 1-804-822-3260
Investor Relations Cody
Slach and Cody Cree Gateway Investor Relations 1-949-574-3860
SYNL@gatewayir.com
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