SEC Company Response from Privet Fund LP (CIK 0001414517) — Apr 6, 2020
Privet Fund LP (CIK 0001414517)
Date: April 6, 2020 · CIK: 0001414517 · Accession: 0000921895-20-001017
AI Filing Summary & Sentiment
File numbers found in text: 001-05200
Referenced dates: April 3, 2020
Letter
VIA EDGAR AND ELECTRONIC MAIL Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance Re: Synalloy Corporation (“Synalloy” or the “Company”) PRRN14A preliminary proxy statement filing made on Schedule 14A Filed on April 2, 2020 by Privet Fund LP, et al. (the “Proxy Statement”) File No. 001-05200
Dear Mr. Panos:
We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated April 3, 2020 (the “Staff Letter”), with regard to the above-referenced matter. We have reviewed the Staff Letter with Privet Fund LP and the other participants in its solicitation (collectively, the “Stockholder Group”) and provide the following responses on the Stockholder Group’s behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.
As discussed with the Staff on the morning of April 6, 2020, this letter and the proposed revisions to the Proxy Statement are being submitted to the Staff via a CORRESP filing and email. In the event that the Staff has no further comments and clears the Stockholder Group to file its definitive proxy statement following the Staff’s review of the responses to the Staff Letter, the Stockholder Group confirms that, consistent with Rule 14a-6(h) of the Exchange Act, upon its filing, the Stockholder Group’s definitive proxy statement shall be marked to indicate clearly and precisely the changes effected therein.
O L S H A N F R O M E W O L O S K Y L L P WWW.OLSHANLAW.COM
April 6, 2020 Page 2
Amendment Number One to Preliminary Proxy Statement filed under cover of Schedule 14A
Proposal One – Election of Directors, pages 22-25
1. We note that the Stockholder Group has nominated five Nominees, notwithstanding the fact that Synalloy’s Board of Directors is comprised of eight directors and the registrant’s preliminary proxy statement includes eight nominees. Please clarify the Stockholder Group’s reasons for nominating fewer than eight Nominees. See Item 7(b) of Schedule 14A and Instruction 4 to paragraph (a) of Item 401 of Regulation S-K.
The Stockholder Group acknowledges the Staff’s comment and respectfully advises the Staff that the Stockholder Group strongly believes that anything short of a majority change in the Board at the Annual Meeting will be insufficient to drive the level of change that it believes is necessary to improve value and performance at Synalloy. As such, the Stockholder Group nominated a sufficient number of candidates to constitute a majority of the Board, and left a minority of the number of seats available for candidates nominated by the Company in order to maintain a degree of continuity on the Board. The Stockholder Group has revised the Proxy Statement to include the following disclosure:
“We strongly believe that anything short of a majority change in the Board at the Annual Meeting will be insufficient to drive the level of change that we believe is necessary to improve value and performance at Synalloy. As such, we nominated a sufficient number of candidates to constitute a majority of the Board if all of our Nominees are elected, and left a minority of the number of seats available for candidates nominated by the Company in order to maintain a degree of continuity on the Board (should such candidates continue to be willing to serve as directors).”
Please see the first page of the accompanying PDF redline showing the proposed changes to page 22 of the Proxy Statement.
Quorum; Broker Non-Votes; Discretionary Voting, pages 28-29
2. Refer to the following statement on page 28: “Shares represented by ‘broker non-votes’ also are counted as present and entitled to vote for purposes of determining a quorum.” We note, however, that the disclosure page 20 of the registrant’s preliminary proxy statement indicates that “[b]roker non-votes will not be counted as present for purposes of determining a quorum.” Please provide the legal basis for your determination that broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum, or revise to conform to the registrant’s description of the effect of broker non-votes for purposes of determining a quorum.
The Stockholder Group acknowledges the Staff’s comment and has revised the Proxy Statement to conform with the Company’s description of the effect of broker non-votes for purposes of determining a quorum.
April 6, 2020 Page 3
Please see the second and third pages of the accompanying PDF redline showing the proposed changes to page 29 of the Proxy Statement.
* * * * *
The Stockholder Group does not currently intend to disseminate its definitive proxy statement prior to the Company’s furnishing of its definitive proxy statement; however, in the event the Stockholder Group does disseminate its definitive proxy statement prior to the Company’s furnishing of its definitive proxy statement, the Stockholder Group advises the Staff that it will provide any omitted information to security holders in the form of a proxy supplement.
The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Thank you for your assistance.
Sincerely,
/s/ Ryan Nebel
Show Raw Text
CORRESP
1
filename1.htm
O L S H A N
1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019
TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222
EMAIL: RNEBEL@OLSHANLAW.COM
DIRECT DIAL: 212.451.2279
April 6, 2020
VIA EDGAR AND ELECTRONIC MAIL
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549
Re: Synalloy Corporation (“Synalloy” or the “Company”)
PRRN14A preliminary proxy statement filing made on Schedule 14A
Filed on April 2, 2020 by Privet Fund LP, et al. (the “Proxy Statement”)
File No. 001-05200
Dear Mr. Panos:
We acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated April 3, 2020
(the “Staff Letter”), with regard to the above-referenced matter. We have reviewed the Staff Letter with Privet Fund
LP and the other participants in its solicitation (collectively, the “Stockholder Group”) and provide the following
responses on the Stockholder Group’s behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized
form below. Terms that are not otherwise defined have the meanings ascribed to them in the Proxy Statement.
As discussed with
the Staff on the morning of April 6, 2020, this letter and the proposed revisions to the Proxy Statement are being submitted to
the Staff via a CORRESP filing and email. In the event that the Staff has no further comments and clears the Stockholder Group
to file its definitive proxy statement following the Staff’s review of the responses to the Staff Letter, the Stockholder
Group confirms that, consistent with Rule 14a-6(h) of the Exchange Act, upon its filing, the Stockholder Group’s definitive
proxy statement shall be marked to indicate clearly and precisely the changes effected therein.
O L S H A N F R O M E W O L O S K Y L L P
WWW.OLSHANLAW.COM
April 6, 2020
Page 2
Amendment Number One to Preliminary Proxy Statement filed
under cover of Schedule 14A
Proposal One – Election of Directors, pages 22-25
1. We note that the Stockholder Group has nominated five Nominees, notwithstanding the fact that Synalloy’s Board of Directors
is comprised of eight directors and the registrant’s preliminary proxy statement includes eight nominees. Please clarify
the Stockholder Group’s reasons for nominating fewer than eight Nominees. See Item 7(b) of Schedule 14A and Instruction 4
to paragraph (a) of Item 401 of Regulation S-K.
The Stockholder
Group acknowledges the Staff’s comment and respectfully advises the Staff that the Stockholder Group strongly believes that
anything short of a majority change in the Board at the Annual Meeting will be insufficient to drive the level of change that it
believes is necessary to improve value and performance at Synalloy. As such, the Stockholder Group nominated a sufficient number
of candidates to constitute a majority of the Board, and left a minority of the number of seats available for candidates nominated
by the Company in order to maintain a degree of continuity on the Board. The Stockholder Group has revised the Proxy Statement
to include the following disclosure:
“We
strongly believe that anything short of a majority change in the Board at the Annual Meeting will be insufficient to drive the
level of change that we believe is necessary to improve value and performance at Synalloy. As such, we nominated a sufficient number
of candidates to constitute a majority of the Board if all of our Nominees are elected, and left a minority of the number of seats
available for candidates nominated by the Company in order to maintain a degree of continuity on the Board (should such candidates
continue to be willing to serve as directors).”
Please see the first
page of the accompanying PDF redline showing the proposed changes to page 22 of the Proxy Statement.
Quorum; Broker Non-Votes; Discretionary Voting, pages
28-29
2. Refer to the following statement on page 28: “Shares represented by ‘broker non-votes’ also are counted as
present and entitled to vote for purposes of determining a quorum.” We note, however, that the disclosure page 20 of the
registrant’s preliminary proxy statement indicates that “[b]roker non-votes will not be counted as present for purposes
of determining a quorum.” Please provide the legal basis for your determination that broker non-votes will be counted as
present and entitled to vote for purposes of determining a quorum, or revise to conform to the registrant’s description of
the effect of broker non-votes for purposes of determining a quorum.
The Stockholder
Group acknowledges the Staff’s comment and has revised the Proxy Statement to conform with the Company’s description
of the effect of broker non-votes for purposes of determining a quorum.
April 6, 2020
Page 3
Please see the second
and third pages of the accompanying PDF redline showing the proposed changes to page 29 of the Proxy Statement.
* * * * *
The Stockholder
Group does not currently intend to disseminate its definitive proxy statement prior to the Company’s furnishing of its definitive
proxy statement; however, in the event the Stockholder Group does disseminate its definitive proxy statement prior to the Company’s
furnishing of its definitive proxy statement, the Stockholder Group advises the Staff that it will provide any omitted information
to security holders in the form of a proxy supplement.
The Staff is invited
to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the
Staff has any further comments. Thank you for your assistance.
Sincerely,
/s/ Ryan Nebel
Ryan Nebel
cc: Valian Afshar, U.S. Securities and Exchange Commission
Steve Wolosky, Olshan Frome Wolosky LLP