Ascent Industries Co. · NASDAQ:ACNT
Ascent Industries — Synalloy — Proxy Contest (April 2020)
45 slides from Ascent Industries's proxy contest presentation, Apr 13, 2020
Slide 1: Vote the WHITE proxy card
Source: Bloomberg. Performance as of 12/31/2019, inclusive of dividends. We believe that any objective analysis of Synalloy’s past several years of dismal financial results and strategic missteps reinforces our assessment that sweeping changes are needed atop the Company. This is why we are soliciti
Slide 2: Terms of Use
Terms of Use Persons who access thei ent LL ether with its afi rivet”) and UPG Enterprises LLC (together with its and collectiv oF ‘we’ or "us" via this website (the " agree to the follov While the material on this website is often about investments, none of itis offered as investment advice. For n
Slide 3: Terms of Use (continued)
industry or the way we do business, (4) competition, and (5) our ability to attract and retain qualified personnel. Accordingly, you should not rely upon forward: looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the
Slide 4: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS. Any statements contained herein that do not describe historical facts, including future operations, are neither promises nar guarantees and may constitute “forward: looking statements" as that term is defined in the US, Private Securities Litigation Reform Act of 1985, Su
Slide 5: Vote the WHITE card to build a stronger Synalloy
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. ore on ware
Slide 6: Strengthen Synalloy website footer
STRENGTHEN ‘About Us How to Vote Stay informed, Subscribe below. SYNALLOY Case for Change Contact Us Ensure your voice is heard by voting for the een Privacy Policy WHITE card. Resources Terms of Use
Slide 7: It's time for a stronger Synalloy
STRENGTHEN ABOUT US v CASEFORCHANGE OURNoMINEES RESOURCES contact Us SYNALLOY It’s time fora stronger Synalloy. Privet and UPG have a vision to deliver enhanced long-term value for stockholders, customers, and employees.
Slide 8: A Path to Long-Term Value Creation for Synalloy Stockholders
STRENGTHEN SYNALLOY ABour us EFOR CHANGE OUR Ni ‘STAY INFORMED. A Path To Long-Term Value Creation For Synalloy Stockholders Subscribe to alerts and information. MEET OUR NOMINEES ED Get to kn jaw to vote the WHITE card y's boardroom
Slide 9: The Case for Change
THE CASE FOR CHANGE Unclerstand why Synalloy sin desperate nee (293.4%) (113.5%) (28.9%) Underperformance Underperformance Underperformance vs. NASDAQ 100 Non- vs. Russell 2000 vs. Proxy Group, Financial HEAR ABOUT OUR PLAN Listen to Ben Rosenzweig of Privet explain our plan to strengthen Synalloy.
Slide 10: A New Caliber of Leadership
A New Caliber of Leadership.
Slide 11: Latest News & Resources
LATEST NEWS & RESOURCES Apa 3.2020, Privet Fund Management and UPG Enterprises Send Letter to Stockholders Regarding the Need for Urgent Change at Synalloy’s 2020 Annual Meeting Business Wire ‘pila, 2020 Privet Fund Management and UPG Enterprises: Definitive Proxy Statement sec ‘pl 3, 2020 Privet Fu
Slide 12: Stay informed. Subscribe below
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vore on ware Stay informed. Subscribe below. WHITE card,
Slide 13: About Privet
on so Sm r2 IGTHEN LOY About Privet Privet Fund Management and UPG Enterprises have formed a group that owns approximately 25% of Synalloys common stock. ave extensive experience inv unlock value at publ
Slide 14: We Have One Goal at Synalloy
WE HAVE ONE GOAL AT SYNALLOY Upgrade the Company's Board of Directors to produce long-term, sustainable value for ALL STOCKHOLDERS. VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vere on wire
Slide 15: Strengthen Synalloy website footer
STRENGTHEN SYNALLOY Ensure your voice is heard by voting for the WHITE card. About Us Case for Change ‘Our Nominees Resources How to Vote Contact Us Privacy Policy Terms of Use Stay informed. Subscribe below.
Slide 16: About UPG
STRENGTHEN Cia OE CIEE ES ETE SYNALLOY = z About UPG Privet Fund Management and UPG Enterprises have formed a group that owns approximately 25% of Synalloys common stock. UPG Enterprises is a hands-on, roll-up-your ss operator of a diverse set of industrial companies. The compan footprint across the
Slide 17: UPG By The Numbers
UPG BY THE NUMBERS $725mm+ in annual revenue 8 businesses across metals, manufacturing, distribution and logistics 200+ trucks in the fleet 1Imm+ tons of flat roll and long products processed each year s3mm-+ square feet of warehouse space under roof 18 Service and Production facilities
Slide 18: Slide 18
Slide 19: UPG Companies
UPG COMPANIES MAKSTEEL preg arrome AP ete ( LAMINATION Marton atona)t SPECIALTIES VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vor on wntre
Slide 20: Strengthen Synalloy website footer
STRENGTHEN Anode Feaio vows Stay informed. Subscribe below. SYNALLOY ‘case for Change Contact Us Ensure your voice is heard by voting for the ee WHITE card. Resources Terms of Use
Slide 21: The Case for Change
STRENGTHEN iin, Ce Aes TS cep SYNALLOY The Case for Change We believe Synalloy has a tremendous amount of potential. The Companys high-quality assets, skilled workforce and established supply chain should be the foundation of long-term value creation—not the prolonged underperformance delivered by t
Slide 22: Synalloy Total Stockholder Returns
SYNALLOY TOTAL STOCKHOLDER RETURNS NASOAG 100 Now-Fnana 209% ea7% 87% etm uxt 2000 249% n2% 400% waa Prony Group! naz 3% 98% 76% ‘Closest Diet Pers Group? nox (so) se sai Sypalloy Corporation cas) 202% Cr re ‘over iUnderperommance) vs NASOAG 100 Non Fane (20) Con ‘ove (undepertomanc) vs Russ 2000 wm
Slide 23: Reckless Spending and Margin Deterioration Under Current CEO
Reckless Spending and Margin Deterioration Under Current CEO Unfortunately in the face of this dramatic share price underperformance, there has been continued margin deterioration and an explosive growth in corporate expenses. Throughout this entie period, we have yet to see any evidence that the Bo
Slide 24: Stockholders deserve directors with objectivity and qualifications
We believe stockholders deserve directors who collectively possess the objectivity, perspective and qualifications to lead a turnaround at Synalloy and ensure that all decisions are made in the best interests of stockholders. We feel our nominees possess experience and capabilites that are far above
Slide 25: Strengthen Synalloy website footer
STRENGTHEN About Us How to Vote Stay informed, Subscribe below. SYNALLOY Case for Change Contact Us WHITE card. Resources Teams of Use
Slide 26: Our Nominees
STRENGTHEN ors ctncimt cunnomns mone comers QED Our Nominees We are pleased to be nominating five independent directors to Synalloy’s Board of Directors who will bring the much-needed governance experience and cross-sector operating expertise to help Synalloy reach its full potential. Proven cross-s
Slide 27: Nominee qualifications and stock ownership alignment
‘Strong marketing and business-to-business sales generation vision Significant alignment of interests with stockholders through ‘meaningful stock ownership
Slide 28: Andee Harris
Andee Harris > Proven track record as a level executive > Extensive business-to-business sales generation and marketing experience > Deep expertise in addressing management-level and organizational inefficiencies MMs, Haris is currently the Founder and Chief Executive Officer of Franklin Heritage, L
Slide 29: Christopher Hutter
~ Christopher Hutter > Co-founder of UPG Enterprises through its growth to more than $725 million since its inception in 2014 > Significant operational capabilities across steel and metals businesses > Diverse c-level experience that includes corporate strategy, operations management, mergers and ac
Slide 30: Aldo Mazzaferro
Aldo Mazzaferro > Former top-rated metals analyst across fou de Wall Street career ‘> Vast knowledge of steel and metals through additional portfolio manager and corporate executive positions > Ability to identify trends while assessing and improving corporate performance ‘Mr. Mazzaferro is the Mana
Slide 31: Benjamin Rosenzweig
Benjamin Rosenzweig > Partner at Synalloy’s largest shareholder > Robust corporate governance expertise based on service on numerous public and private company boards of directors > Significant experience in creating a capital allocation framework leading to fact-based strategic decision-making ‘Mr.
Slide 32: John P. Schauerman
John P. Schauerman > Multiple c-level executive roles and directorships at successful construction and inf structure companies > Strong operational, financial, corporate development and strategic planning expertise > Wide-ranging corporate governance experience through several private and public com
Slide 33: How to vote
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. ore om wnire How to Stay informed. Subscribe below. Ensure your voice is heard by voting for the . ° a -.) WHITE card.
Slide 34: Latest News & Resources
LATEST NEWS & RESOURCES IMPORTANT MATERIALS Apt, 2020 Apri 92020 Apr 3, 2020 March 19,2020 Privet Fund Management Privet Fund Management Privet Fund Management Privet Fund Management and UPG Enterprises Send and UPG Enterprises: and UPG Enterprises and UPG Enterprises Letter to Stockholders Definiti
Slide 35: Recent News Coverage
RECENT NEWS COVERAGE Moreh 30,2020, Activist Investing Today: Privet’s Rosenzweig on Synalloy, Covid-19 The Deal March 18,2020 Barron's 130 Filings: Synalloy (SYNL) March 30,2020, Activist Investing Today Podcast: Privet’s Rosenzweig on Synalloy, Covid-19 The Deal Podcast August 23,2019 Barron's 130
Slide 36: Stay informed. Subscribe below
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vore on wire Stay informed. Subscribe below. WHITE card.
Slide 37: Contact Us
CONTACT US FORINVESTORS FORMEDIA Privet Fund Management LLC Profile 404-419-2670 347-343-2999 Ben Rosenzweig Greg Marose ben@privetfund.com ‘gmarose@profileadvisors.com Charlotte Kiaie ‘ckiaie@profileadvisors.com Saratoga Proxy Consulting 212-257-1311 John Ferguson jferguson@saratogaproxy.com Joe Mi
Slide 38: Stay informed. Subscribe below
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vore on waite Stay informed. Subscribe below. WHITE card.
Slide 39: How to Vote
STRENGTHEN 2VNALLOY ABOUTUS ¥ CASE FOR CHANGE OURNOMINEES RESOURCES. CONTACT US White =a Ensure your voice is heard by voting for the WHITE card How to Vote STEP ONE LOCATE YOUR WHITE PROXY CARD
Slide 40: Locate Your WHITE Proxy Card
LOCATE YOUR WHITE PROXY CARD Enclosed with your proxy materials, you wil fine! a WHITE proxy card! or voting instruction form. Please make certain to retrieve your voting form from the package you received, sTEP TWO FIND YOUR CONTROL NUMBER, Your Control Number is located on your WHITE proxy card or
Slide 41: Voting methods: internet, phone, mail
‘Access the UR listed on your prony card and follow the simple instructions provided. Make sure to Ebi vor: one faavereoecrunee a ° . Call the number listed on your proxy card and follow the simple instructions provided. Make sure to have your control number ready &, vote sy Hone © voteey malt Simpl
Slide 42: Thank you for your support
Thank you for your support. Stay informed. Subscribe below, WHITE card.
Slide 43: Privacy Policy
Privacy Policy Effective Date: 04 OUR COMMITMENT TO PRIVACY 1°) is Privet Fund N ffliates, “Privet") and UPG The sponsor of this website, http with ts afi ). We respect and Enterprises LLC (togett derstanding what information is collected from or about Site and how we use and privacy. This Privacy P
Slide 44: Do We Disclose Information to Outside Parties?
DO WE DISCLOSE INFORMATION TO OUTSIDE PARTIES? We may provide aggregate information to our affilates or reputable third parties for the purposes described herein, WHAT ABOUT LEGALLY COMPELLED DISCLOSURE OF INFORMATION? ‘We may disclase information when we, in good faith, believe thatthe law requires
Slide 45: Vote the WHITE card to build a stronger Synalloy
VOTE THE WHITE CARD TO BUILD A STRONGER SYNALLOY. vore on wire Stay informed. Subscribe below. WHITE card.