Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (June 2020)
137 slides from Ascent Industries's proxy contest presentation, Jun 2, 2020
Slide 1: The Urgent Need for Change and the Superior Path Forward
June 2020 THE U R G E N T NEED FOR CHANGE AND THE S U P E R I O R PATH FORWARD VOTE THE WHITE CARD 1
Slide 2: Disclaimer
DISCLAIMER THIS PRESENTATION IS FOR DISCUSSION AND GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON
Slide 3: Table of Contents
TABLE OF CONTENTS 01. 02. 03. Executive Summary Meaningful Change is Our Slate of Nominees and Required at Synalloy Proposed Interim CEO 04. 05. 06. Our Plan to Strengthen Conclusion: UPG and Privet Nominee Biographies and Synalloy are the Right Catalysts for a Appendix Stronger Synalloy
Slide 4: Executive Summary
01. EXECUTIVE SUMMARY
Slide 5: Business and Financial Overview of Synalloy Corporation
A BUSINESS AND FINANCIAL OVERVIEW OF 01. 02. 03. 04. 05. SYNALLOY CORPORATION (NASDAQ: SYNL) Executive Summary Synalloy has very attractive assets in the metals and chemicals segments, leading us to believe the right leadership can unlock tremendous value for stockholders Metals Segment Company Snap
Slide 6: UPG and Privet Are Major Stockholders of Synalloy
UPG AND PRIVET ARE MAJOR STOCKHOLDERS OF 01. 02. 03. 04. 05. SYNALLOY Executive Summary UPG and Privet invested in Synalloy because their independent analyses led to a shared conclusion: the Company’s high-quality operating assets should be the foundation of long-term value creation UPG and Priv
Slide 7: UPG Is a Top Manufacturing Sector Operator
01. 02. 03. 04. 05. UPG IS A TOP MANUFACTURING SECTOR OPERATOR Executive Summary Founded by Chris Hutter and Paul Douglass in 2014, UPG is a hands-on, roll-up-your-sleeves operator of diversified industrial companies The leadership of Chris Hutter has helped UPG reach $725 million in annual reve
Slide 8: Mr. Hutter Built UPG Into the Company Mr. Bram Wishes Synalloy Had Become
MR. HUTTER BUILT UPG INTO THE COMPANY THAT 01. 02. 03. 04. 05. MR. BRAM WISHES SYNALLOY HAD BECOME Executive Summary Chris Hutter has driven strong growth, operational excellence and a top supply chain network at UPG, which has a diverse, high-margin footprint: ‒ Operates 8 manufacturing businesse
Slide 9: Privet Is a Hands-On Investment Firm
PRIVET IS A HANDS-ON INVESTMENT FIRM WITH A 01. 02. 03. 04. 05. TRACK RECORD OF INTEGRITY AND SUCCESS Executive Summary Privet’s investments are highly selective and rooted in intensive industry research The firm has a strong 13-year track record of investing in companies in which it sees intrin
Slide 10: Privet Is a Proven Stockholder Champion
01. 02. 03. 04. 05. PRIVET IS A PROVEN STOCKHOLDER CHAMPION Executive Summary Privet has a track record of successfully creating value for stockholders and stakeholders Privet principals have served as independent board members at: ‒ Great Lakes Dredge and Dock Company (NASDAQ: GLDD): Shares app
Slide 11: Privet Is a Long-Term Synalloy Stockholder
PRIVET IS A LONG-TERM SYNALLOY STOCKHOLDER 01. 02. 03. 04. 05. AND PLANS TO REMAIN ONE FOR YEARS TO COME Executive Summary Privet has attempted to engage constructively with Synalloy over the course of its multi-year investment 2015-2018 2019 2020 September 2015: Privet April 2019: Privet publicly M
Slide 12: Stockholders Can Trust Privet and UPG Will Put Stockholder Interests First
STOCKHOLDERS CAN TRUST THAT PRIVET AND UPG 01. 02. 03. 04. 05. WILL ALWAYS PUT STOCKHOLDER INTERESTS FIRST Executive Summary We will continue to be open and transparent with stockholders about all of the facts pertaining to Privet, UPG and our plan to transform Synalloy into a growing public company
Slide 13: Our Group's Vision Is Clear: Create Value for Stockholders
OUR GROUP’S VISION IS CLEAR: CREATE VALUE FOR 01. 02. 03. 04. 05. SYNALLOY STOCKHOLDERS Executive Summary Privet and UPG have one clear goal: to improve the value of Synalloy and create significant share price appreciation Synalloy Share Price Appreciation = Experienced and Experienced and Qualified
Slide 14: Synalloy's Dramatic Underperformance Has Created a Lost Decade
SYNALLOY’S DRAMATIC UNDERPERFORMANCE HAS 01. 02. 03. 04. 05. CREATED A LOST DECADE FOR STOCKHOLDERS Executive Summary Synalloy has underperformed its peers and all relevant indices over every relevant time horizon during Craig Bram’s tenure despite operating during a period of tremendous economic gr
Slide 15: The Case for Wholesale Change at Synalloy Is Clear
THE CASE FOR WHOLESALE CHANGE AT SYNALLOY 01. 02. 03. 04. 05. IS CLEAR Executive Summary The Board has a track record of abysmal decision-making, poor oversight, shoddy governance and sustained financial underperformance Presiding over an extended period of dismal stockholder returns Hiring and reta
Slide 16: Synalloy by the Numbers: Current Leadership Has Failed Stockholders
SYNALLOY BY THE NUMBERS: CURRENT 01. 02. 03. 04. 05. LEADERSHIP HAS FAILED STOCKHOLDERS Executive Summary Staggering Long-Term Share Price Dangerously High Leverage of 6.8x LTM Underperformance of 293% Adjusted EBITDA Since Mr. Bram took over as CEO in 2011, Synalloy has High leverage has put Synall
Slide 17: Synalloy's Dangerously High Debt Reinforces Our Case
SYNALLOY’S DANGEROUSLY HIGH DEBT 01. 02. 03. 04. 05. REINFORCES OUR CASE FOR URGENT CHANGE Executive Summary We are very concerned that Synalloy could breach covenants if current leadership maintains its pattern of deteriorating financial performance and reckless spending Mr. Bram’s growth through
Slide 18: Synalloy Is at an Important Inflection Point
01. 02. 03. 04. 05. SYNALLOY IS AT AN IMPORTANT INFLECTION POINT Executive Summary The Company’s current Board and management team have underperformed across every objective measure over the past decade The Problem Our Solution Track record of destroying value We believe we have a path to stockhol
Slide 19: Our Solution: An Exceptional Slate of Director Nominees
OUR SOLUTION: AN EXCEPTIONAL SLATE OF 01. 02. 03. 04. 05. DIRECTOR NOMINEES WITH THE RIGHT EXPERTISE Executive Summary Each individual on our five-member slate was carefully chosen because he or she possesses unique perspectives and skills that can help transform Synalloy from a poor performer to a
Slide 20: Our Plan: Three-Pronged Strategy for Up to ~$25 Per Share
OUR PLAN: A THREE-PRONGED STRATEGY FOR 01. 02. 03. 04. 05. UNLOCKING UP TO ~$25 PER SHARE IN THE NEAR- Executive Summary TERM Synalloy has tremendous potential under new leadership with a fresh plan Plan Overview Projected Value Creation Stemming From Plan Execution 9 Prioritize Immediate Strategic
Slide 21: Summary of Our Detailed Transition Plan
01. 02. 03. 04. 05. SUMMARY OF OUR DETAILED TRANSITION PLAN Executive Summary In the first 10 weeks, we intend to quickly stabilize the business while analyzing opportunities to build a more sustainable operational foundation As we continue to test and monitor changes, our focus will shift to sele
Slide 22: Transition Plan: Strategic Revenue Opportunities
TRANSITION PLAN: STRATEGIC REVENUE 01. 02. 03. 04. 05. Executive Summary OPPORTUNITIES Week $ in millions EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Met als Part nership Revenue $2.6 Review Custom er Spend by Pr oduct, Region, Custom er Com par e Custom er Lists For Cr os
Slide 23: Transition Plan: Operationally-Focused Gross Profit Improvements
TRANSITION PLAN: OPERATIONALLY-FOCUSED GROSS 01. 02. 03. 04. 05. Executive Summary PROFIT IMPROVEMENTS $ in millions Week EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Supply Chain Savings $2.6 For ecasting Im pr ovem ent Plan Review MRO/PO Pr ocesses Tr anspor tation and Ro
Slide 24: Transition Plan: Operationally-Focused Gross Profit Improvements (Cont.)
TRANSITION PLAN: OPERATIONALLY-FOCUSED GROSS 01. 02. 03. 04. 05. Executive Summary PROFIT IMPROVEMENTS (CONT.) $ in millions Week EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Manufact uring Efficiency $11.5 Analysis of Pr ofitability by SKU Value-Str eam Mapping and Yield L
Slide 25: Transition Plan: Reduce Low-Returning SG&A Spend
TRANSITION PLAN: REDUCE LOW-RETURNING SG&A 01. 02. 03. 04. 05. Executive Summary SPEND $ in millions Week EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Corporat e Overhead $4.4 Review Key HR Em ployee Contr acts/Agr eem ents Evaluate Or ganizational Str uctur e and Repor tin
Slide 26: Our Plan Takes Into Account the COVID-19 Pandemic
OUR PLAN TAKES INTO ACCOUNT THE COVID-19 01. 02. 03. 04. 05. Executive Summary PANDEMIC AND EXTERNAL RISKS Our plan will draw on our slate’s proven experience managing the crisis to mitigate the impact of the pandemic on Synalloy’s operations Chris Hutter quickly implemented a multi-faceted plan f
Slide 27: The Current Crisis Should Not Be a Free Pass for the Incumbent Board
THE CURRENT CRISIS SHOULD NOT SERVE AS A 01. 02. 03. 04. 05. Executive Summary “FREE PASS” FOR THE INCUMBENT BOARD This is the same Board that could not drive results and effectively manage Synalloy during the past decade of tremendous economic expansion The incumbent Board and management team hav
Slide 28: The Incumbent Board Does Not Know If It Should Run the Company or Sell It
THE INCUMBENT BOARD DOES NOT EVEN KNOW IF IT 01. 02. 03. 04. 05. Executive Summary SHOULD RUN THE COMPANY OR SELL IT Under either scenario, Synalloy’s current leadership has not shown the ability over the past decade to execute value-creating initiatives for stockholders Synalloy’s “Strategy” The Re
Slide 29: Meaningful Change Is Required at Synalloy
02. MEANINGFUL CHANGE IS REQUIRED AT SYNALLOY
Slide 30: Synalloy Leadership Cannot Run Away From Its Poor Performance
SYNALLOY LEADERSHIP CANNOT RUN AWAY FROM 01. 02. 03. 04. 05. ITS POOR PERFORMANCE Meaningful Change is Required at Synalloy “You are what your record says you are” - Bill Parcells Two-time Super Bowl winning coach 30
Slide 31: The Case for Change at Synalloy Stems From Countless Failings
THE CASE FOR CHANGE AT SYNALLOY STEMS FROM 01. 02. 03. 04. 05. COUNTLESS FAILINGS Meaningful Change is Required at Synalloy x 293% share price underperformance vs. the NASDAQ 100 Non-Financial since Craig Bram was appointed CEO in 2011 x 113% share price underperformance vs. the Russell 2000 since C
Slide 32: Management and the Board Have Destroyed Stockholder Value
MANAGEMENT AND THE BOARD HAVE DESTROYED 01. 02. 03. 04. 05. STOCKHOLDER VALUE Meaningful Change is Required at Synalloy Synalloy’s stock has materially underperformed the broader equity markets over CEO Craig Bram’s tenure 350.0% Total Stockholder Return Since Craig Bram Became CEO 322.1% 300.0% 250
Slide 33: Synalloy's Stock Price Performance Significantly Lags Peer Groups
SYNALLOY’S STOCK PRICE PERFORMANCE 01. 02. 03. 04. 05. SIGNIFICANTLY LAGS PEER GROUPS Meaningful Change is Required at Synalloy We firmly believe that Synalloy’s drastic underperformance, during a period of historic economic growth and equity market appreciation, can be attributed directly to Mr. Br
Slide 34: The Board Has Failed to Create Long-Term Value
THE BOARD HAS FAILED TO CREATE LONG-TERM 01. 02. 03. 04. 05. Meaningful Change is VALUE Required at Synalloy Synalloy's incumbent Board has presided over dismal relative Total Stockholder Return Murray Wright Henry Guy James Terry A Anthony Callanderr Amy Michtich Susan Gayner Jeffrey Kaczka (Since
Slide 35: CEO Craig Bram Has Failed to Deliver Tangible Results
CEO CRAIG BRAM HAS FAILED TO DELIVER TANGIBLE 01. 02. 03. 04. 05. RESULTS DURING HIS LONG TENURE AT SYNALLOY Meaningful Change is Required at Synalloy Before Mr. Bram took over in 2011, the Company, though smaller, was managed much more efficiently and generated real income for stockholders Average
Slide 36: CEO Has Failed to Deliver on His Stated Long-Term Strategy
CEO CRAIG BRAM HAS UNEQUIVOCALLY FAILED TO 01. 02. 03. 04. 05. DELIVER ON HIS STATED LONG-TERM STRATEGY Meaningful Change is Required at Synalloy In a public letter, Mr. Bram discussed his strategy for Synalloy upon his appointment as President and CEO in January 2011 “We determined that at a minimu
Slide 37: The Company Is in a Worse Position Now Than When Mr. Bram Took Over
THE COMPANY IS IN A WORSE POSITION NOW THAN 01. 02. 03. 04. 05. WHEN MR. BRAM TOOK OVER NINE YEARS AGO Meaningful Change is Required at Synalloy Despite the acquisitions, Synalloy’s progress towards Mr. Bram’s stated goal is illusory, as the revenue base that he inherited has actually contracted $ i
Slide 38: Synalloy Carries a Meaningfully Higher Debt Level Than Peers
SYNALLOY IS CARRYING A MEANINGFULLY HIGHER 01. 02. 03. 04. 05. DEBT LEVEL THAN ITS PEERS Meaningful Change is Required at Synalloy Under current leadership, the Company is incredibly over-levered, both on an absolute basis and compared to its peers Net Leverage Ratio 6.8x 5.3x 5.1x Mr. Bram has take
Slide 39: Ballooning Debt Leaves Stockholders at Risk
BALLOONING DEBT LEAVES STOCKHOLDERS AT 01. 02. 03. 04. 05. RISK Meaningful Change is Required at Synalloy We believe that keeping a balance of nearly 7x debt to EBITDA is incredibly dangerous for a business that operates in cyclical segments Even CEO Craig Bram acknowledges that operating at high
Slide 40: Management Promotes the Wrong Behaviors in Acquired Companies
MANAGEMENT PROMOTES THE WRONG BEHAVIORS 01. 02. 03. 04. 05. IN ITS ACQUIRED COMPANIES Meaningful Change is Required at Synalloy Synalloy has structured its acquisitions to include earnouts that do not properly incentivize the desired financial results In Synalloy’s past four acquisitions – SPT, bo
Slide 41: A Decade of Spending With Nothing to Show for It
A DECADE OF SPENDING WITH NOTHING TO SHOW 01. 02. 03. 04. 05. FOR IT… Meaningful Change is Required at Synalloy Revenue growth through acquisitions and capital expenditures has not translated to material income growth or value creation for stockholders $ in millions Cumulative Spend vs. Market Cap.
Slide 42: Due to Industry Lagging Returns
01. 02. 03. 04. 05. …DUE TO INDUSTRY LAGGING RETURNS Meaningful Change is Required at Synalloy A singular focus on getting bigger at the expense of getting better has led to extraordinarily poor asset utilization Synalloy Return on Average Assets 7.1% 6.5% 6.7% 5.4% 5.1% 3.9% 7.2% 2.8% 5.3% 2.9% 1.7
Slide 43: Despite Significant Revenue From Acquisitions, Margins Have Not Improved
DESPITE SIGNIFICANT REVENUE FROM 01. 02. 03. 04. 05. ACQUISITIONS, MARGINS HAVE NOT IMPROVED… Meaningful Change is Required at Synalloy After spending over $164 million on acquisitions and capital expenditures, EBITDA margins have declined compared to 2011 $ in millions Revenue vs. EBITDA Margin $30
Slide 44: Even After Acquiring Higher Margin Businesses
…EVEN AFTER ACQUIRING HIGHER MARGIN 01. 02. 03. 04. 05. BUSINESSES Meaningful Change is Required at Synalloy Since Mr. Bram became the Chief Executive Officer in January 2011, the Company acquired multiple high margin businesses, only to erode their value under Synalloy’s ownership SYNL Gross Margin
Slide 45: Why Have Costs Continued to Rise?
01. 02. 03. 04. 05. WHY HAVE COSTS CONTINUED TO RISE? Meaningful Change is Required at Synalloy Selling, general and administrative expenses (“SG&A”) as a percentage of revenue has risen during Mr. Bram’s tenure even as Synalloy shifts toward what is essentially a “holding company” structure SG&A as
Slide 46: Corporate Spending Is Out of Control
01. 02. 03. 04. 05. CORPORATE SPENDING IS OUT OF CONTROL Meaningful Change is Required at Synalloy The incumbent Board and management team have overseen an astronomical increase in “unallocated” corporate expenditures that have driven Synalloy’s margin issues In 2010, a year prior to Mr. Bram’s ap
Slide 47: Expenses Add Up Quickly When You Own an Airplane
EXPENSES ADD UP QUICKLY WHEN YOU OWN AN 01. 02. 03. 04. 05. AIRPLANE Meaningful Change is Required at Synalloy Part of the reason for the out of control corporate cost structure is the Company’s ownership interest in a Cessna jet Synalloy owns an interest in a 7-8 seater jet that it co-owns with a l
Slide 48: Management Has No Apparent Oversight of Professional Fees
MANAGEMENT HAS NO APPARENT OVERSIGHT OF 01. 02. 03. 04. 05. PROFESSIONAL FEES Meaningful Change is Required at Synalloy As one example, the Company has bafflingly chosen KPMG as its auditor—resulting in its audit costs nearly tripling over the past five years From 2004 - 2015 Synalloy used Dixon H
Slide 49: A History of Poor Operational Planning and Forecasting
A HISTORY OF SHOCKINGLY POOR OPERATIONAL 01. 02. 03. 04. 05. PLANNING AND FORECASTING Meaningful Change is Required at Synalloy The management team’s apparent lack of understanding of the core business and its capabilities has not only led to poor strategic decision-making, but also a track record o
Slide 50: 2019: Another Enormous Earnings Miss
01. 02. 03. 04. 05. 2019: ANOTHER ENORMOUS EARNINGS MISS Meaningful Change is Required at Synalloy Synalloy’s 60% miss in 2019 EBIDTA guidance was the culmination of a decade of bad practices and illustrates how out-of-touch management is with the business $ in millions 2019 Management EBITDA Guidan
Slide 51: 2019: Another Enormous Earnings Miss (Cont.)
01. 02. 03. 04. 05. 2019: ANOTHER ENORMOUS EARNINGS MISS (CONT.) Meaningful Change is Required at Synalloy 1 “Synalloy’s annual forecast for 2019, including the addition of ASTI’s operations, calls for revenue of $340 million. Adjusted EBITDA is projected to total $34 million. The Adjusted EBITDA fo
Slide 52: The Company Is Incapable of Managing Its Inventory
THE COMPANY IS INCAPABLE OF MANAGING ITS 01. 02. 03. 04. 05. INVENTORY Meaningful Change is Required at Synalloy Inventory Turns 5.5x 4.9x 4.8x 4.9x 4.8x 4.7x 4.7x 4.7x 4.5x On average 200% as since 2011, much 3.5x ~2.0x less relative 3.1x 3.1x efficient in capital tied 2.8x 2.6x 2.5x 2.6x turning u
Slide 53: Inventory Mismanagement Has Had Disastrous Effects on Earnings
THE INABILITY TO EFFECTIVELY MANAGE 01. 02. 03. 04. 05. INVENTORY HAS HAD DISASTROUS EFFECTS ON Meaningful Change is EARNINGS Required at Synalloy The cumulative amount of Synalloy’s earnings that have been lost to inventory pricing represents more than 21% of Adjusted EBITDA over the past nine year
Slide 54: Specialty Chemicals Segment Has Been Completely Neglected
SYNALLOY’S SPECIALTY CHEMICALS SEGMENT HAS 01. 02. 03. 04. 05. BEEN COMPLETELY NEGLECTED BY MANAGEMENT Meaningful Change is Required at Synalloy While management has failed to integrate acquisitions in the Metals Segment, the Specialty Chemicals Segment – which we believe is a tremendous asset – has
Slide 55: No Progress Made in Specialty Chemicals in Nine Years
ABSOLUTELY NO PROGRESS MADE IN SPECIALTY 01. 02. 03. 04. 05. CHEMICALS IN NINE YEARS Meaningful Change is Required at Synalloy Poor recent decision-making and no corporate support has resulted in the steady erosion of the Specialty Chemicals Segment’s margins $ in millions Revenue vs. Operating Marg
Slide 56: Specialty Chemicals Segment Has Lost Significant Market Share
THE SPECIALTY CHEMICALS SEGMENT HAS LOST 01. 02. 03. 04. 05. SIGNIFICANT MARKET SHARE Meaningful Change is Required at Synalloy Operating income has declined for five straight years, with 2019 results down over 60% from peak levels in 2014 $ in millions Specialty Chemicals Segment Operating Income G
Slide 57: Incumbent Board Has Failed to Check Management
THE INCUMBENT BOARD HAS FAILED TO SERVE AS 01. 02. 03. 04. 05. AN EFFECTIVE CHECK ON SYNALLOY’S MANAGEMENT Meaningful Change is Required at Synalloy Why has the Board remained idle as an unqualified management team continues to destroy stockholder value? Other than a previous relationship with Cha
Slide 58: CEO Craig Bram Lacks Relevant Experience
01. 02. 03. 04. 05. CEO CRAIG BRAM LACKS RELEVANT EXPERIENCE Meaningful Change is Required at Synalloy Other than previously working for the Chairman, we struggle to see how Mr. Bram was qualified to become the CEO of Synalloy at the time of his hire Synalloy CEO Craig Bram was brought to the Boar
Slide 59: Mr. Bram's Previous Management Experience Was at a Small Sign Printing Shop
MR. BRAM’S PREVIOUS “MANAGEMENT EXPERIENCE” 01. 02. 03. 04. 05. WAS AT A SMALL SIGN PRINTING SHOP Meaningful Change is Required at Synalloy Other than working with Murray Wright, what about running Bizport might qualify one for running a public metals and chemicals company? Prior to becoming CEO o
Slide 60: Board Still Rewards Him Despite Failure to Create Value
EVEN THOUGH HE’S UNQUALIFIED AND HAS FAILED 01. 02. 03. 04. 05. TO CREATE VALUE, THE BOARD STILL REWARDS Meaningful Change is Required at Synalloy HIM Despite over $26 million in cumulative cash losses from poor inventory management, Mr. Bram’s incentive compensation metrics specifically exclude the
Slide 61: Lack of Proper Disclosures Regarding Director Relationships
LACK OF PROPER DISCLOSURES REGARDING 01. 02. 03. 04. 05. DIRECTOR RELATIONSHIPS Meaningful Change is Required at Synalloy Synalloy failed to disclose director Susan Gayner’s relationship to the Company’s largest stockholder at the time of her appointment At the time Susan Gayner was appointed to the
Slide 62: Additional Undisclosed Director Relationships at Synalloy
ADDITIONAL UNDISCLOSED DIRECTOR 01. 02. 03. 04. 05. RELATIONSHIPS AT SYNALLOY Meaningful Change is Required at Synalloy While employed at Ernst Prior to joining the Board and Young, Mr. Callander in 2012, Anthony Callander was the audit partner on worked at Ernst and Young Synalloy’s account We see
Slide 63: Management Is Hiding Behind the Pandemic to Remain Entrenched
MANAGEMENT IS SHAMELESSLY HIDING BEHIND 01. 02. 03. 04. 05. THE PANDEMIC TO REMAIN ENTRENCHED Meaningful Change is Required at Synalloy Contrary to management’s assertions, there is minimal operational or financial risk associated with electing our slate – in fact, the pandemic intensifies the urgen
Slide 64: Our Slate of Nominees and Proposed Interim CEO
03. OUR SLATE OF NOMINEES AND PROPOSED INTERIM CEO
Slide 65: Our Nominees
01. 02. 03. 04. 05. OUR NOMINEES Our Slate of Nominees and Proposed Interim CEO ANDEE HARRIS CHRIS HUTTER ALDO MAZZAFERRO 9 Founder and Chief Executive Officer 9 Co-Founder and Manager of UPG 9 Managing Partner and Director of of Franklin Heritage, LLC 9 Oversees operations and strategic Research at
Slide 66: Our Nominees
01. 02. 03. 04. 05. OUR NOMINEES Our Slate of Nominees and Proposed Interim CEO BEN ROSENZWEIG JOHN P. SCHAUERMAN 9 Partner at Privet Fund Management 9 Former Executive Vice President of LLC, an investment firm focused on Corporate Development at Primoris event-driven and value-oriented Services Cor
Slide 67: Endorsements for Our Nominees
01. 02. 03. 04. 05. ENDORSEMENTS FOR OUR NOMINEES Our Slate of Nominees and Proposed Interim CEO “ Andee ANDEE HARRIS Harris is an outstanding thought leader and influencer in organizational dynamics and corporate culture. She has taken multiple start-ups through significant growth and has achieved
Slide 68: Endorsements for Our Nominees
01. 02. 03. 04. 05. ENDORSEMENTS FOR OUR NOMINEES Our Slate of Nominees and Proposed Interim CEO “particular ALDO MAZZAFERRO I have a very high regard for [Aldo Mazzaferro’s] knowledge of the steel industry in and the metals industry more generally. What I think is unique about Aldo is the many diff
Slide 69: Our Slate Has Superior Qualifications Relative to the Incumbent Board
OUR SLATE HAS SUPERIOR QUALIFICATIONS 01. 02. 03. 04. 05. RELATIVE TO THE INCUMBENT BOARD Our Slate of Nominees and Proposed Interim CEO In contrast to the incumbent directors, our director candidates bring the skills and experience necessary to constitute a well-rounded Board that can effectively l
Slide 70: An Upgrade in Leadership During a Transition Period
AN UPGRADE IN LEADERSHIP DURING A TRANSITION 01. 02. 03. 04. 05. PERIOD Our Slate of Nominees and Proposed Interim CEO If our contest is successful, Chris Hutter will serve as interim CEO during a transition period and is extremely well-equipped to manage Synalloy CHRIS HUTTER 9 Prior c-level experi
Slide 71: Mr. Hutter Built UPG Into the Company Mr. Bram Wishes Synalloy Had Become
MR. HUTTER BUILT UPG INTO THE COMPANY THAT 01. 02. 03. 04. 05. MR. BRAM WISHES SYNALLOY HAD BECOME Our Slate of Nominees and Proposed Interim CEO In under a decade, Chris Hutter has helped UPG achieve impressive growth, operational excellence and a top supply chain network UPG’S GROWING BUSINESS FOO
Slide 72: Our Plan to Strengthen Synalloy
04. OUR PLAN TO STRENGTHEN SYNALLOY
Slide 73: Our Plan to Create Enormous Stockholder Value
OUR PLAN TO CREATE ENORMOUS STOCKHOLDER 01. 02. 03. 04. 05. VALUE Our Plan To Strengthen Synalloy Our slate has spent months developing a comprehensive plan that will enable us to deliver up to $25 per share in near-term value to long-suffering Synalloy stockholders 9Utilize extensive experience to
Slide 74: Meaningful Value Creation Through Plan Execution
MEANINGFUL VALUE CREATION THROUGH PLAN 01. 02. 03. 04. 05. Our Plan To EXECUTION Strengthen Synalloy There is a clear path for Synalloy’s stock to trade up to $25 per share in the next 18 months with the implementation of our plan $ in millions Pro-Forma Adj. EBITDA Bridge Detail on Following Page 2
Slide 75: Substantial Opportunities Exist to Improve Synalloy's Performance
OUR DETAILED ANALYSIS: SUBSTANTIAL 01. 02. 03. 04. 05. OPPORTUNITIES EXIST TO IMPROVE SYNALLOY’S Our Plan To Strengthen Synalloy PERFORMANCE We believe there is a $30 million EBITDA improvement opportunity through a renewed focus on operational execution $ in millions Detailed Pro-Forma Adj. EBITDA
Slide 76: Path to Improving EBITDA by $30 Million Per Year
WE SEE A PATH TO IMPROVING EBITDA BY $30 01. 02. 03. 04. 05. MILLION PER YEAR Our Plan To Strengthen Synalloy Management has suggested that it can cut only $6 million of costs, but we believe this is meaningfully lower than what is NEEDED and is ACHIEVABLE Major EBITDA Details Initiatives Potential
Slide 77: Path to Improving EBITDA by $30 Million Per Year (Cont.)
WE SEE A PATH TO IMPROVING EBITDA BY $30 01. 02. 03. 04. 05. MILLION PER YEAR (CONT.) Our Plan To Strengthen Synalloy Management has suggested that it can cut only $6 million of costs, but we believe this is meaningfully lower than what is NEEDED and is ACHIEVABLE Major EBITDA Details Initiatives Po
Slide 78: Priority #1: Strategic Revenue Opportunities
01. 02. 03. 04. 05. PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES Our Plan To Strengthen Synalloy In contrast to the lack of organic growth over the past decade, we see a clear path to realize rapid incremental revenue and effectively grow Synalloy’s in-place assets $ in millions No Organic Revenue G
Slide 79: Priority #1: Strategic Revenue Opportunities
01. 02. 03. 04. 05. PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES Our Plan To Strengthen Synalloy We see near-term opportunities for Synalloy to increase revenue through a partnership with UPG Many of Synalloy’s pipe and tube products are complementary to those of UPG’s portfolio companies and can
Slide 80: Priority #1: Strategic Revenue Opportunities
01. 02. 03. 04. 05. PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES Our Plan To Strengthen Synalloy We believe we can increase volume at Synalloy Chemicals to 2014-2015 levels There is a meaningful amount of unused capacity at the Specialty Chemicals division that can be unlocked through targeted sel
Slide 81: Priority #1: Strategic Revenue Opportunities
01. 02. 03. 04. 05. PRIORITY #1: STRATEGIC REVENUE OPPORTUNITIES Our Plan To Strengthen Synalloy We believe our revenue growth strategy can bear fruit immediately With Chris Hutter as Interim CEO, we believe we can quickly increase organic revenue by $22 million, resulting in EBITDA flow through of
Slide 82: Priority #2: Operational Profit Enhancements
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. Our Plan To ENHANCEMENTS Strengthen Synalloy Our slate has identified operationally-focused profit opportunities that can reverse Synalloy’s crumbling margins 2019 Gross Margin Comparison 18.9% 18.4% 17.2% 16.9% 14.9% 12.8% 11.4% 11.4% 11.2% 10.1%
Slide 83: Priority #2: Operational Profit Enhancements (Cont.)
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. ENHANCEMENTS (CONT.) Our Plan To Strengthen Synalloy There is an opportunity for Synalloy to improve its supply chain by unlocking meaningful purchasing and logistics savings Vendor Savings Volume discounts through bundling ‒ Conversion to co-op
Slide 84: Priority #2: Operational Profit Enhancements
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. ENHANCEMENTS Our Plan To Strengthen Synalloy We have a plan to dramatically reduce Synalloy’s exposure to commodity prices as part of our overall inventory management and supply chain initiatives Inventory Turns Synalloy manages its inventory Synal
Slide 85: Priority #2: Operational Profit Enhancements
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. ENHANCEMENTS Our Plan To Strengthen Synalloy Mr. Hutter’s and UPG’s operational knowledge and extensive footprint can dramatically improve inventory efficiency Demand Management Sales and operations planning Warehousing optimization Internal
Slide 86: Priority #2: Operational Profit Enhancements
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. ENHANCEMENTS Our Plan To Strengthen Synalloy Our multi-faceted plan will allow Synalloy to realize considerable manufacturing efficiencies Manufacturing Efficiencies Lean manufacturing ‒ Full analysis of production planning and scheduling to opti
Slide 87: Priority #2: Gross Margins From 10.1% to 16.7%
PRIORITY #2: OPERATIONAL PROFIT 01. 02. 03. 04. 05. ENHANCEMENTS Our Plan To Strengthen Synalloy Our plan can increase Synalloy’s gross margins from 10.1% to 16.7% Gross Margin Comparison 18.9% 18.4% 17.2% 16.9% 16.7% 14.9% 12.8% 11.4% 11.4% 11.2% 10.1% 6.6% Olympic Ryerson Hawkins Inc Northwest Pro
Slide 88: Priority #3: Eliminate Wasteful Spending
01. 02. 03. 04. 05. PRIORITY #3: ELIMINATE WASTEFUL SPENDING Our Plan To Strengthen Synalloy Poor cost management has prevented Synalloy from capitalizing on its growing scale to drive stockholder value 14.1% 2019 SG&A Margins Meaningfully Above Peers 12.6% 10.7% 10.6% 9.4% 9.0% 8.5% 8.4% 6.7% 6.6%
Slide 89: Priority #3: Eliminate Wasteful Spending
01. 02. 03. 04. 05. PRIORITY #3: ELIMINATE WASTEFUL SPENDING Our Plan To Strengthen Synalloy Implementing administrative best practices can allow Synalloy’s business unit managers to receive better support services that can be used to drive effective decision making at their businesses – all at a fr
Slide 90: Priority #3: Eliminate Wasteful Spending
01. 02. 03. 04. 05. PRIORITY #3: ELIMINATE WASTEFUL SPENDING Our Plan To Strengthen Synalloy As part of our plan to bring operational best-practices to Synalloy’s manufacturing facilities, we expect to be able to reduce duplicative support functions within production processes Strategic plant foot
Slide 91: Priority #3: Eliminate Wasteful Spending
01. 02. 03. 04. 05. PRIORITY #3: ELIMINATE WASTEFUL SPENDING Our Plan To Strengthen Synalloy Synalloy will have its own administrative employees; however, for certain cost- effective back office functions we can utilize a shared services agreement with UPG where necessary and cost effective, enablin
Slide 92: Priority #3: SG&A Spend From 10.7% to 8.1%
01. 02. 03. 04. 05. PRIORITY #3: ELIMINATE WASTEFUL SPENDING Our Plan To Strengthen Synalloy We believe our plan can reduce Synalloy’s SG&A spend from 10.7% to 8.1% Pro-Forma SG&A Margin Comparison 14.1% 12.6% 10.7% 10.6% 9.4% 9.0% Still less efficient than 2010 8.5% 8.4% 8.1% levels (pre-CEO tenure
Slide 93: Three-Pronged Strategy Can Unlock Up to ~$25 Per Share
OUR THREE-PRONGED STRATEGY CAN UNLOCK UP 01. 02. 03. 04. 05. TO ~$25 PER SHARE IN THE NEAR-TERM Our Plan To Strengthen Synalloy Synalloy has tremendous potential under new leadership with a fresh plan Plan Overview Projected Value Creation Stemming From Plan Execution 9 Prioritize Immediate Strategi
Slide 94: The Cadence of Our Transition Plan
THE CADENCE OF OUR TRANSITION PLAN TO 01. 02. 03. 04. 05. DRIVE STOCKHOLDER VALUE CREATION Our Plan To Strengthen Synalloy We expect to be able to implement several operational initiatives that can immediately create value as our plan achieves full run-rate within 18 months Renewed Mobilization of I
Slide 95: Summary of Our Transition Plan
01. 02. 03. 04. 05. SUMMARY OF OUR TRANSITION PLAN Our Plan To Strengthen Synalloy In the first 10 weeks, we intend to quickly stabilize the business while analyzing opportunities to build a more sustainable operational foundation As we continue to test and monitor changes, our focus will shift to
Slide 96: Transition Plan: Strategic Revenue Opportunities
TRANSITION PLAN: STRATEGIC REVENUE 01. 02. 03. 04. 05. OPPORTUNITIES Our Plan To Strengthen Synalloy Week $ in millions EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Met als Part nership Revenue $2.6 Review Custom er Spend by Pr oduct, Region, Custom er Com par e Custom er L
Slide 97: Transition Plan: Operationally-Focused Gross Profit Improvements
TRANSITION PLAN: OPERATIONALLY-FOCUSED 01. 02. 03. 04. 05. GROSS PROFIT IMPROVEMENTS Our Plan To Strengthen Synalloy Week $ in millions EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Supply Chain Savings $2.6 For ecasting Im pr ovem ent Plan Review MRO/PO Pr ocesses Tr anspor
Slide 98: Transition Plan: Operationally-Focused Gross Profit Improvements (Cont.)
TRANSITION PLAN: OPERATIONALLY-FOCUSED 01. 02. 03. 04. 05. GROSS PROFIT IMPROVEMENTS (CONT.) Our Plan To Strengthen Synalloy $ in millions Week EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Manufact uring Efficiency $11.5 Analysis of Pr ofitability by SKU Value-Str eam Mappi
Slide 99: Transition Plan: Reduce Low-Returning SG&A Spend
TRANSITION PLAN: REDUCE LOW-RETURNING 01. 02. 03. 04. 05. SG&A SPEND Our Plan To Strengthen Synalloy Week $ in millions EBITDA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Oppor tunity Corporat e Overhead $4.4 Review Key HR Em ployee Contr acts/Agr eem ents Evaluate Or ganizational Str uctur e
Slide 100: Position Synalloy to Recruit a Top-Flight Permanent CEO
WE WILL POSITION SYNALLOY TO RECRUIT A TOP- 01. 02. 03. 04. 05. FLIGHT PERMANENT CEO Our Plan To Strengthen Synalloy Once Mr. Hutter and the reconstituted Board effectively stabilize Synalloy, the Company will be well-positioned to attract the ideal permanent CEO Several members of the Stockholder
Slide 101: Plan, Nominees and Network Can Reduce Synalloy's Credit Risk
WE BELIEVE OUR PLAN, NOMINEES AND NETWORK 01. 02. 03. 04. 05. CAN REDUCE SYNALLOY’S GRAVE CREDIT RISK Our Plan To Strengthen Synalloy Synalloy’s rising leverage and declining earnings put stockholders at risk and the Company in jeopardy of breaching its covenants and defaulting on its debt – we have
Slide 102: We Will Create an Effective Investor Relations Strategy
WE WILL CREATE AN EFFECTIVE INVESTOR 01. 02. 03. 04. 05. RELATIONS STRATEGY Our Plan To Strengthen Synalloy We are confident from hands-on experience that we can effectively implement a successful investor relations program to transform Synalloy into a functioning public market participant Build cre
Slide 103: Effective Investor Relations Strategy (Cont.)
WE WILL CREATE AN EFFECTIVE INVESTOR 01. 02. 03. 04. 05. RELATIONS STRATEGY (CONT.) Our Plan To Strengthen Synalloy Our Strategic Plan Synalloy’s Results 1. Leverage Privet’s institutional 1. No investor presentations network since August 2018 Establish Trust 2. Embrace open and honest 2. No sell-si
Slide 104: Corporate Strategy Rooted in Culture and Fair Compensation
OUR CORPORATE STRATEGY WILL BE ROOTED IN 01. 02. 03. 04. 05. CULTURE AND FAIR COMPENSATION Our Plan To Strengthen Synalloy Our slate intends to build a sustainable business capable of generating long-term stockholder value through Principles, Action, Performance and Rewards Principles: Be able to
Slide 105: Protecting Stockholder Rights Through Good Governance
WE ARE FOCUSED ON PROTECTING STOCKHOLDER 01. 02. 03. 04. 05. RIGHTS THROUGH GOOD GOVERNANCE Our Plan To Strengthen Synalloy As the Company’s largest stockholders, we are committed to best-in-class governance to enhance the value of Synalloy moving forward We are intentionally not trying to replace
Slide 106: Incumbent Board Has Not Articulated or Executed on Its Plan
THE INCUMBENT BOARD HAS NOT ARTICULATED 01. 02. 03. 04. 05. OR EXECUTED ON ITS ALLEGED “PLAN” Our Plan To Strengthen Synalloy Stockholders should not be misled by the incumbent Board’s claims – it is obvious they have NO PLAN Synalloy’s “Plan” and “Strategy” is Full of The Results Speak for Themselv
Slide 107: A Stronger Synalloy Propelled by Collaboration, Innovation and Operational Excellence
A STRONGER SYNALLOY CAN BE PROPELLED BY 01. 02. 03. 04. 05. COLLABORATION, INNOVATION AND OPERATIONAL Our Plan To Strengthen Synalloy EXCELLENCE UPG, under Chris Hutter, has forged a dynamic and powerful culture that we are confident can be replicated at Synalloy In the face of the fundamental dif
Slide 108: Specific Operational Blueprint That Can Deliver Value
OUR PLAN HAS A SPECIFIC OPERATIONAL BLUEPRINT 01. 02. 03. 04. 05. THAT CAN DELIVER VALUE TO ALL STOCKHOLDERS Our Plan To Strengthen Synalloy Our slate’s plan to deliver up to ~$25 per share in value involves leveraging proven industry operators who have performed this exact turnaround playbook many
Slide 109: Conclusion: UPG and Privet Are the Right Catalysts
05. CONCLUSION: UPG AND PRIVET ARE THE RIGHT CATALYSTS FOR A STRONGER SYNALLOY
Slide 110: The Clear Choice for Stockholders: A Stronger Synalloy Is in Reach
THE CLEAR CHOICE FOR STOCKHOLDERS: 01. 02. 03. 04. 05. The Right A STRONGER SYNALLOY IS IN REACH Catalysts for a Stronger Synalloy 9TEAM: Highly-qualified and experienced x TEAM: Legacy Synalloy leaders who have not operational and public company leaders delivered − Successful and experienced senior
Slide 111: Nominee Biographies and Appendix
06. NOMINEE BIOGRAPHIES AND APPENDIX
Slide 112: Andee Harris
Nominee Biographies ANDEE HARRIS and Appendix Andee Harris Andee Harris, age 46, is the Founder and Chief Executive Officer of Franklin Heritage, LLC, a private equity firm that invests in cutting-edge technology and manufacturing, which she founded in December 2019 and was partially seeded by a min
Slide 113: Christopher Hutter
Nominee Biographies CHRISTOPHER HUTTER and Appendix Christopher Hutter Christopher Hutter, age 40, has served as Co-Founder and Manager of UPG Enterprises LLC (f/k/a Union Partners I LLC), an operator of a diverse set of industrial companies focused on metals, manufacturing, distribution and logisti
Slide 114: Aldo Mazzaferro
Nominee Biographies ALDO MAZZAFERRO and Appendix Aldo Mazzaferro Aldo Mazzaferro, age 66, serves as the Managing Partner and Director of Research at Mazzaferro Research, LLC, a steel industry research boutique firm, which he founded in October 2017. Prior to this, he served as the Senior Steel & Met
Slide 115: Benjamin Rosenzweig
Nominee Biographies BENJAMIN ROSENZWEIG and Appendix Benjamin Rosenzweig Benjamin Rosenzweig, age 35, currently serves as a Partner at Privet Fund Management LLC, an investment firm focused on event-driven, value-oriented investments in small capitalization companies, having joined the firm in Septe
Slide 116: John P. Schauerman
Nominee Biographies JOHN P. SCHAUERMAN and Appendix John P. Schauerman John P. Schauerman, age 63, is currently a private investor after most recently serving as Executive Vice President of Corporate Development of Primoris Services Corporation (“Primoris”) (NASDAQ:PRIM), a specialty construction an
Slide 117: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix ANDEE HARRIS “ Andee Harris is an outstanding thought leader and influencer in organizational dynamics and corporate culture. She has taken multiple start-ups through significant growth and has achieved multiple accolades for the culture
Slide 118: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix CHRISTOPHER HUTTER “ After working with Chris on several acquisitions and knowing him for many years, I can attest to his unique abilities and strong business acumen. Chris is a proven leader capable of developing complex strategic initi
Slide 119: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix CHRISTOPHER HUTTER “Chris has an innate ability to create value. He has demonstrated that skill through successful organic growth and strategic acquisitions. He has a passion for his employees and knows how to lead a very diverse group o
Slide 120: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix ALDO MAZZAFERRO “ I have a very high regard for [Aldo Mazzaferro’s] knowledge of the steel industry in particular and the metals industry more generally. What I think is unique about Aldo is the many different perspectives he brings in t
Slide 121: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix ALDO MAZZAFERRO “ I’ve had the good fortune to know and work with Aldo for 30+ years. During this time, he has consistently demonstrated both deep analytical insights, as well as the practical ability to understand the attributes that ma
Slide 122: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix BENJAMIN ROSENZWEIG “I found Ben to be very shareholder aligned, supportive and constructive throughout the entire seven years we worked together on the [Startek] board [...] I leveraged Ben as the board subject matter expert with regard
Slide 123: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix BENJAMIN ROSENZWEIG “I have served on the PFSW board with Ben for almost seven years and I can attest to his effectiveness as a director and a strategic advisor. Ben is blessed to have a keen intellect and finely-tuned financial skills w
Slide 124: Endorsements for Our Nominees
Nominee Biographies ENDORSEMENTS FOR OUR NOMINEES and Appendix JOHN P. SCHAUERMAN “I have known and worked with John Schauerman for over 30 years, initially as a colleague, and more recently as a co-member of the Board of Directors of Wedbush Securities, Inc. He is an accomplished finance executive
Slide 125: Synalloy's Comparable Company Universe (Metals)
PRIVET AND UPG: SYNALLOY’S COMPARABLE Nominee Biographies and Appendix COMPANY UNIVERSE (METALS) Company Description Rationale for Inclusion Insteel Industries, Inc. manufactures and markets 9 Manufactures steel products wire products. The company's products include concrete reinforcing products, an
Slide 126: Synalloy's Comparable Company Universe (Chemicals)
PRIVET AND UPG: SYNALLOY’S COMPARABLE Nominee Biographies and Appendix COMPANY UNIVERSE (CHEMICALS) Company Description Rationale for Inclusion Hawkins, Inc. formulates, manufactures, blends, 9 Distributes, formulates, blends and manufactures products for distributes, and sells reagent grade laborat
Slide 127: The Incumbents' Cherry-Picked Comparable Company Universe
THE INCUMBENTS’ CHERRY-PICKED COMPARABLE Nominee Biographies and Appendix COMPANY UNVIERSE Company Description Rationale for Exclusion Allegheny Technologies, Inc. produces specialty x Over $4 billion in yearly revenue materials. The company products include titanium, stainless, specialty steel, tit
Slide 128: The Incumbents' Cherry-Picked Comparable Company Universe
Nominee Biographies THE INCUMBENTS’ CHERRY-PICKED COMPARABLE and Appendix COMPANY UNVIERSE Company Description Rationale for Exclusion MRC Global Inc. distributes pipe, valves, and fittings. x Distributes pipe, valves and fittings (only 5% from steel) The company serves the chemical, gas distributio
Slide 129: Privet: Representative Investments Across Manufacturing and B2B Sectors
PRIVET: REPRESENTATIVE INVESTMENTS ACROSS Nominee Biographies and Appendix THE MANUFACTURING AND B2B SECTORS 129
Slide 130: Privet Case Study: Fighting for Stockholder Rights at J. Alexander's
PRIVET CASE STUDY: FIGHTING FOR STOCKHOLDER Nominee Biographies and Appendix RIGHTS AT J. ALEXANDER’S CORP (JAX) J. Alexander’s is a polished-casual restaurant concept headquartered in Tennessee with over 30 restaurants throughout the country Background Course of Events The Chairman & CEO of the c
Slide 131: Privet Case Study: Board Representation at Great Lakes Dredge & Dock
PRIVET CASE STUDY: BOARD REPRESENTATION AT Nominee Biographies and Appendix GREAT LAKES DREDGE & DOCK (GLDD) Great Lakes Dredge & Dock, headquartered in Chicago, IL, is the largest provider of dredging services in the United States Background Course of Events Following being taken public in a merg
Slide 132: Privet Case Study: Board Representation at StarTek
PRIVET CASE STUDY: BOARD REPRESENTATION AT Nominee Biographies and Appendix STARTEK, INC. (SRT) StarTek is a customer engagement, business process outsourcing services provider, delivering customer care solutions to clients from its locations in the United States, Canada, Philippines, Honduras and J
Slide 133: UPG Has a Diverse Portfolio and Network That Can Benefit Synalloy
UPG HAS A DIVERSE PORTFOLIO AND NETWORK Nominee Biographies and Appendix THAT CAN BENEFIT SYNALLOY Specialist in fabricating electrical Leading manufacturer of high-quality steel laminations metals products Steel service center specializing in Industry leader in high-volume flat rolled coil products
Slide 134: UPG Serves a World-Class Customer Base
UPG SERVES A WORLD-CLASS CUSTOMER BASE Nominee Biographies and Appendix WITH DIVERSE AND GROWING NEEDS 134
Slide 135: UPG Is a Recognized Industry Leader
Nominee Biographies UPG IS A RECOGNIZED INDUSTRY LEADER and Appendix UPG and its family of companies have earned the trust of their customers and partners across the metals, manufacturing and distribution verticals “ Thanks to the awesome Mapes & Sprowl “ team [...] for supporting this much needed M
Slide 136: UPG Has Built a Strong Culture That Can Be Replicated at Synalloy
UPG HAS BUILT A STRONG CULTURE THAT CAN BE Nominee Biographies and Appendix REPLICATED AT SYNALLOY Under co-founder Chris Hutter, UPG has forged a dynamic culture that fuels its dedicated employees’ commitment to quality, flexibility and serving customers UPG companies are proud to be partnered with
Slide 137: UPG Has Long-Standing Community Ties
Nominee Biographies UPG HAS LONG-STANDING COMMUNITY TIES and Appendix UPG is involved in community outreach, volunteering and partnering with world-class organizations: American Brain Tumor Northern Illinois Food Association Bank American Heart Pits for Patriots Association Rebuilding Toge