Amended Statement of Beneficial Ownership (sc 13d/a)
May 23 2019 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Synalloy
Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
871565107
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road
Suite 200B
Atlanta, GA 30305
With a copy to:
Rick Miller
Bryan Cave Leighton Paisner
LLP
1201 W. Peachtree St., 14th
Floor
Atlanta, GA 30309
Tel: (404) 572-6600
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
May 23, 2019
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (g), check the following box
¨
.
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
CUSIP No.
871565107
|
|
Page 2 of 7 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,221,449
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,221,449
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,221,449
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No.
871565107
|
|
Page 3 of 7 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund Management LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,296,070
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,296,070
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,070
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No.
871565107
|
|
Page 4 of 7 Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Ryan Levenson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,296,070
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,296,070
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,070
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No.
871565107
|
|
Page 5 of 7 Pages
|
Reference is hereby
made to the statement on Schedule 13D filed with the Securities and Exchange Commission on September 19, 2016, as amended on March
20, 2017, April 3, 2017, September 29, 2017, December 27, 2018 and April 23, 2019 (the “
Schedule 13D
”), with
respect to the Common Stock, par value $1.00 per share (the “
Common Stock
”), of Synalloy Corporation, a Delaware
corporation (the “
Corporation
”). Capitalized terms not otherwise defined herein are used as defined in the Schedule
13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read
as follows:
The aggregate purchase price of the 1,296,070
shares of Common Stock beneficially owned by the Reporting Persons is approximately $13,714,150.57, not including brokerage commissions,
which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management
LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which
may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal
margin regulations, stock exchange rules, and the prime brokers’ credit policies.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On May 23, 2019, Privet Fund Management
LLC (“
Privet Management
”) sent a letter to the Board of Directors of the Corporation (the “
Letter
”).
In the Letter, Privet Management reiterated its $20.00 per share acquisition proposal and its belief that its offer represents
a premium value for shareholders. Privet Management also stated that the Corporation’s Board of Directors has a fiduciary
duty to engage with Privet Management on its offer, as well as all other interested parties, in order to maximize value for shareholders.
Privet Management expressed its willingness to (i) receive additional information and work quickly to complete diligence and reach
a definitive acquisition agreement and (ii) evaluate any additional information that management or its financial advisors may provide
that would support a higher value.
Privet Management urged the Company not
to take any action to change its current capitalization prior to fully evaluating a sale. The Letter also stated that, should the
Corporation’s Board of Directors decide against pursuing a transaction that Privet Management believes would benefit all
shareholders, Privet Management reserves its rights to take steps to protect the value of its investment.
The foregoing summary of the Letter is
not intended to be complete. References to the Letter in this Schedule 13D are qualified in their entirety by reference to the
Letter itself, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference as if set forth in its entirety.
No assurances can be given that the terms and conditions of any acquisition proposal will be agreed upon by the Corporation and
Privet Management, that definitive transaction agreements relating to any such transaction will be executed or that a transaction
will be consummated in accordance with that documentation, if at all.
This Schedule 13D is not an offer to purchase
or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed
with the U.S. Securities and Exchange Commission. Holders of Common Stock and other interested parties are urged to read these
materials when and if they become available because they will contain important information. Holders of Common Stock will be able
to obtain such documents (when and if available) free of charge at the Securities and Exchange Commission’s website, www.sec.gov.
CUSIP No.
871565107
|
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Page 6 of 7 Pages
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Item 5. Interest in Securities of
the Issuer.
Items 5(a) and
5(c) are hereby amended and restated in their entirety to read as follows:
(a) As of the
date of this filing, the Reporting Persons beneficially own 1,296,070 shares (the “
Shares
”), or approximately
14.5%, of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the
Corporation on April 30, 2019, which reported that 8,964,874 shares of Common Stock were outstanding as of April 26, 2019).
(c) No transactions
in the Common Stock were effected during the past 60 days by the Reporting Persons.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following:
Exhibit 99.1 Letter from Privet Fund Management LLC to the Board
of Directors of the Corporation dated May 23, 2019.
CUSIP No.
871565107
|
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Page 7 of 7 Pages
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Signature
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: May 23, 2019
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PRIVET FUND LP
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By: Privet Fund Management LLC,
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Its General Partner
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By:
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/s/ Ryan Levenson
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Name: Ryan Levenson
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Its: Managing Member
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PRIVET FUND MANAGEMENT LLC
|
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By:
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/s/ Ryan Levenson
|
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Name: Ryan Levenson
|
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Its: Managing Member
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/s/ Ryan Levenson
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Ryan Levenson
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