SEC Company Response from ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953) (ACNT) — May 22, 2020
ASCENT INDUSTRIES CO. (ACNT) (CIK 0000095953)
Date: May 22, 2020 · CIK: 0000095953 · Accession: 0001213900-20-013307
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-05200
Letter
C. Patrick Gadson pgadson@velaw.com
Tel +1.212.237.0198 Fax +1.917.849.5386
May 22, 2020
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Synalloy Corporation
Definitive Additional Materials filed under cover of Schedule 14A
Filed May 19, 2020 by Synalloy Corporation
File No. 001-05200
Mr. Panos:
Set forth below is the response of Synalloy Corporation (the “Corporation”) to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated May 19, 2020, with respect to its letter to shareholders, filed with the Commission as Definitive Additional Materials under cover of Schedule 14A, on May 19, 2020, File No. 001-05200 (the “Letter to Shareholders”).
For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text. Unless otherwise specified, all capitalized terms used but not defined herein have the same meaning as in the Letter to Shareholders.
The disclosure states that the “Dissident Group” is “asking you to cede control of your Company.” The Dissident Group’s nominees, if elected, will owe fiduciary duties and otherwise be accountable to all shareholders. While the Dissident Group has proposed five nominees for election whom, if elected, would comprise a majority of the Board of Directors, as a matter of law and fact, the Dissident Group will not be obtaining “control” of Synalloy within the meaning of the term as defined in Rule 12b-2 if its solicitation succeeds. Synalloy’s shareholders also are not being asked to cede any of their existing rights with respect to the management of the registrant in connection with the Dissident Group’s proxy solicitation. Please refrain from using the above-quoted formulation in future filings.
RESPONSE: The Corporation respectfully acknowledges the Staff’s comment and will refrain in future filings from using the formulation that “the Dissident Group … is asking [shareholders] to cede control of [their Corporation].”
* * * * *
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Hong Kong Houston London New York
Richmond Riyadh San Francisco Tokyo Washington
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission May 22, 2020 Page 2
Please contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.
Very truly yours,
/s/ C. Patrick Gadson
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CORRESP
1
filename1.htm
C. Patrick
Gadson pgadson@velaw.com
Tel +1.212.237.0198
Fax +1.917.849.5386
May 22, 2020
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Synalloy Corporation
Definitive Additional Materials filed under cover of Schedule 14A
Filed May 19, 2020 by Synalloy Corporation
File No. 001-05200
Mr. Panos:
Set forth
below is the response of Synalloy Corporation (the “Corporation”) to a comment received from the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter, dated May 19, 2020, with respect to its letter to shareholders, filed with
the Commission as Definitive Additional Materials under cover of Schedule 14A, on May 19, 2020, File No. 001-05200 (the “Letter
to Shareholders”).
For your convenience, the response is
prefaced by the exact text of the Staff’s comment in bold, italicized text. Unless otherwise specified, all capitalized
terms used but not defined herein have the same meaning as in the Letter to Shareholders.
The disclosure states
that the “Dissident Group” is “asking you to cede control of your Company.” The Dissident Group’s
nominees, if elected, will owe fiduciary duties and otherwise be accountable to all shareholders. While the Dissident Group has
proposed five nominees for election whom, if elected, would comprise a majority of the Board of Directors, as a matter of law
and fact, the Dissident Group will not be obtaining “control” of Synalloy within the meaning of the term as defined
in Rule 12b-2 if its solicitation succeeds. Synalloy’s shareholders also are not being asked to cede any of their existing
rights with respect to the management of the registrant in connection with the Dissident Group’s proxy solicitation. Please
refrain from using the above-quoted formulation in future filings.
RESPONSE:
The Corporation respectfully acknowledges the Staff’s comment and will refrain in future filings from using the formulation
that “the Dissident Group … is asking [shareholders] to cede control of [their Corporation].”
* * * * *
Vinson & Elkins LLP
Attorneys at Law
Austin
Dallas Dubai Hong Kong Houston London New York
Richmond
Riyadh San Francisco Tokyo Washington
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Tel +1.212.237.0000
Fax +1.212.237.0100 velaw.com
Securities
and Exchange Commission May 22, 2020 Page 2
Please contact
me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.
Very truly yours,
/s/ C. Patrick Gadson
C. Patrick Gadson
cc: Sally Cunningham, Synalloy Corporation
Valian Afshar, Securities
and Exchange Commission