Synalloy Announces Commencement of Rights Offering
30 Noviembre 2021 - 7:00AM
Business Wire
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 that it has commenced its previously-announced rights
offering (the “Rights Offering”), which, if fully subscribed, would
raise proceeds of approximately $10 million.
Pursuant to the Rights Offering, the Company is 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 commences today and
ends at 5:00 p.m., Eastern Standard Time, on December 16, 2021 (the
“Expiration Date”). The subscription rights will expire if they are
not exercised by the Expiration Date.
One subscription right is being 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. For example, if you owned 1,000 shares of our
common stock on the Record Date, you would be granted subscription
rights to purchase an aggregate of 83 shares of our common stock
(rounded down to the nearest whole share) at the Subscription Price
per share. An aggregate of up to 785,103 shares of common stock are
issuable pursuant to the Rights Offering.
Each stockholder that exercises its basic subscription rights in
full is 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 currently intends to use the net proceeds from the
Rights Offering for general corporate purposes, which may include,
among other uses, certain growth initiatives (including
acquisitions) as well as the repayment of our revolving credit
facility.
A prospectus supplement relating to the Rights Offering was
filed with the Securities and Exchange Commission (the “SEC”) on
November 30, 2021 and is available on the website of the SEC.
Questions about the offering and requests for copies of the
prospectus supplement relating to the Rights Offering may be
directed to Saratoga Proxy Consulting, LLC, the Company’s
information agent for the Rights Offering, at the email address and
telephone number provided at the end of this press release.
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/20211130005099/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
Rights Offering Information
Agent Saratoga Proxy Consulting, LLC 1-888-368-0379
info@saratogaproxy.com
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