SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

March 25, 2020

Ryan Levenson
Privet Fund Management LLC
79 West Paces Ferry Road
Suite 200B
Atlanta, Georgia 30305

 Re: Synalloy Corporation
  PREC 14A preliminary proxy statement filing made on Schedule 14A
  Filed on March 2 0, 2020 by Privet Fund LP , et al.
  File No. 000-19687

Dear Mr. Levenson :

We have reviewed the above -captioned filing, and have the following comments.  All
defined terms used herein have the same meaning as in the proxy statement filed under cover of
Schedule 14A.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information .  If you do not believe our comments apply to your facts and circumstances, or do
not believe an amendment is appropriate, please tell us why in your response.

After revi ewing any amendment to your filing, and any information you provide in
response to these comments, we may have additional comments.

Schedule 14A

General

1. Throughout the letter to shareholders and the proxy statement, you refer to a plan for the
Company that the Nominees are preparing without disclosing the details of such plan.
For example, we note the statement on the letter to shareholders that the Nomin ees “are
already working to prepare the type of 100 -day transition plan that can expedite the
Company’s revitalization. ”  We further note the statement on page 22 that “[w] e intend
to release our comprehensive vision for a stronger Synalloy in the weeks ah ead.”  Please
confirm for  us that the N ominees’ plan will be disclosed .

2. With a view towards disclosure, please provide support for your assertion in the letter to
shareholders that “the Board is comprised primarily of individuals with limited
operating ex perience across the steel, metals and chemicals verticals .”  We note that the
proxy statement contains a similar statement on page 11.

Ryan Levenson
c/o Privet Fund Management LLC
March 25 , 2020
Page | 2

 Background to Solicitation, pages 4 -10

3. With a view towards disclosure, please provide support for your statement on page 9
that the Metals unit “ appeared to Privet to be Mr. Bram’s primary focus. ”  We note that
the proxy statement contains  a similar statement  on page 15.

Reasons for the Solicitation, pages 11 -22

4. The disclosures in the footnotes to the various charts in this section indicate that the
Closest Direct Peers “include” certain enumerated companies.  With a view towards
disclosure, please advise us whether the term “include” as used in this context is
inten ded to signal that  additional Closest Direct Peers exist that are  not explicitly
identified in such footnotes.

5. Please advise us how the enumerated companies were selected as the Closest Direct
Peers of the Company.

6. We note your statements on page 13 th at SG&A “as a percentage of revenue continues
to rise ” and that the corporate cost base is “consistently rising.”  We further note,
however, that although the chart on page 14 displays the Company’s SG&A as a
percentage of revenue as higher in 2019 than it  was in 2011, it decreased year -over-year
in 2017 and 2018.  As such, please advise us as to how the chart demonstrates the
continued and consistent rise in the Company ’s SG&A as a percentage of revenue and
corporate cost base  from 2011 through 2019 .

7. We n ote your statement on page 18 that “ the Company’s returns on both assets and
invested capital have markedly deteriorated over the past nine years .”  In that regard, we
note that the chart on page 18 displays the Company’s return on average assets but not
the Company’s return on invested capital from 2011 through 2019.

8. Please revise your disclosures to clarify how you derived the Company’s “return on
average assets”  and “total leverage” in the charts on pages 18 and 19.

Proposal One – Election of Directors , pages 23 -26

9. Please confirm that in the event you select  a substitute or additional nominee  prior to the
Annual M eeting  (as provided on page 26) , you will file an amended proxy statement that
(1) identifies such nominee, (2) will only include a bona fide nominee and (3) includes
disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominee.

Incorporation by Reference, page 37

10. Rule 14a -5(c) permits information to be omitted if a clear reference is made to the
document containing such information.  The information is not “incorporated by

Ryan Levenson
c/o Privet Fund Management LLC
March 25 , 2020
Page | 3

 reference” as the title to this section indicates.  Please revise, especially given that
Instruction D  to Schedule 14A governs incorporation by reference.  In addition, due to
need for the participants to comply with Rule 14a -3(a)(1), p lease disclose the specific
line items within Schedule 14A the participants have seemingly sought to satisfy by
referencing Synalloy ’s proxy statement through ostensible reliance upon Rule 14a -5(c).

* * *

 We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc: Steve Wolosky , Esq.
Ryan Nebel , Esq.