Synalloy Corporation (NASDAQ:SYNL) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 Entry into a Material Definitive Agreement
liability company (Bristol Metals) and a subsidiary of Synalloy
Corporation, a Delaware corporation (Synalloy), entered into an
Asset Purchase Agreement (the APA) with Marcegaglia USA, Inc., a
Pennsylvania corporation (MUSA). to the terms and conditions in
the APA, Bristol Metals will acquire MUSAs welded stainless steel
pipe and tube operations in Munhall, Pennsylvania (the Business).
Bristol Metals will not acquire MUSAs assets relating to its
ongoing galvanized and ornamental tubing operations. At closing,
Bristol Metals will enter into a facility lease with MUSA to
continue operating the Business at the Munhall, Pennsylvania
facility. The parties obligations to consummate the transaction
are subject to, among other things, regulatory approval, if
required, and certain customary asset purchase closing conditions
and termination rights. Subject to all of the conditions to
closing, the transaction is expected to close on or by March 1,
2017.
be $13>million, which amount could be adjusted up or down
depending on the inventory count and valuation to be conducted
just prior to closing. MUSA will also receive quarterly earn-out
payments for a period of four years following closing. to the
APA, aggregate earn-out payments will be at least $3 million,
with no maximum. Actual payouts will equate to three percent (3%)
of Bristol Metals incremental revenue, if any, from the amount of
small diameter stainless steel pipe and tube (outside diameter of
ten inches or less) sold.
recently closed $45 million asset based line of credit with
Branch Banking and Trust Company.
Form 8-K is a summary and is qualified in its entirety by the
terms of the APA. The Company will file the APA with the U.S.
Securities and Exchange Commission as an exhibit to its next
Annual Report on Form 10-K.
is attached as Exhibit 99.1 and is incorporated by reference
herein.
Exhibit Number
|
Description
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99.1
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Press release issued by Synalloy Corporation on
December 13, 2016. |
About Synalloy Corporation (NASDAQ:SYNL)
Synalloy Corporation is a chemical manufacturing company. The Company operates through two segments: the Metals Segment and the Specialty Chemicals Segment. The Company’s Metals Segment comprises three subsidiaries: Synalloy Metals, Inc., which owns Bristol Metals, LLC (BRISMET), located in Bristol, Tennessee; Palmer of Texas Tanks, Inc. (Palmer), located in Andrews, Texas; and Specialty Pipe & Tube, Inc. (Specialty), located in Mineral Ridge, Ohio and Houston, Texas. The Company’s Metals Segment manufactures stainless steel, other alloy pipe, storage solutions and separation equipment. The Company’s Specialty Chemicals segment consists of the Company’s subsidiary, Manufacturers Soap and Chemical Company (MS&C). The Specialty Chemicals Segment manufactures lubricants, surfactants, reaction intermediaries, sulfated fats and oils, and chemical tolling manufacturing resources. Synalloy Corporation (NASDAQ:SYNL) Recent Trading Information
Synalloy Corporation (NASDAQ:SYNL) closed its last trading session 00.00 at 11.30 with 24,316 shares trading hands.