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April 2, 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

Dear Mr. Panos:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated March 25, 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.

Schedule 14A

General

The Stockholder Group acknowledges the Staff’s comment and confirms that the Nominees’ plan will be publicly disclosed.

The Stockholder Group acknowledges the Staff’s comment and has revised the Proxy Statement to explain that, based on publicly available information, including the Company’s own public filings, only director Susan Gayner, who is a chemical engineer by training, appears to have direct operational experience in either steel, metals manufacturing or chemicals. Please see page 11 of the Proxy Statement.

Background to Solicitation, pages 4-10

The Stockholder Group acknowledges the Staff’s comment and respectfully refers the Staff to Synalloy’s publicly filed letter to the Chief Executive Officer of Universal Stainless & Alloy Producsts, Inc., filed on October 15, 2019 as Exhibit 99.1 to the Company’s Form 8-K. The Stockholder Group has cited to such letter as support for its belief that the Metals unit appeared to Privet to be Mr. Bram’s primary focus and has revised the Proxy Statement to include the following excerpt from such letter:

“We have diversified our product line and end markets, while at the same time becoming primarily a Metals focused company. 2018 was a record year for SYNL, with our Metals segment being the primary driver.” (emphasis added)

In addition, the disclosure originally on page 15 of the Proxy Statement has been revised to provide “Because, in our view, Mr. Bram and the management team do not possess the relevant skillsets necessary to effectively operate metals and chemicals businesses, the Company’s return on assets¹ has markedly deteriorated over the past nine years.²” Please see pages 9 and 18 of the Proxy Statement.

Reasons for the Solicitation, pages 11-22

¹ Source: Company 10-K filings included under Item 6: Selected Financial Data. Calculation of Return on Average Assets = (FY0 Net Income from Continuing Operations) / ((FY0 Total Assets + FY-1 Total Assets)/2).

² Source: Company filings, Peer Group filings, Bloomberg.

The Stockholder Group acknowledges the Staff’s comment and has revised the Proxy Statement to clarify that the Closest Direct Peers “consists of” the enumerated companies in order to clarify that there are not additional Closest Direct Peers that are not explicitly identified in the footnotes. Please see pages 13, 16 and 18 of the Proxy Statement.

The Stockholder Group acknowledges the Staff’s comment and advises the Staff that the Closest Direct Peers group was created to encapsulate current public companies that, similar to Synalloy, operate within the metals manufacturing industry or in the manufacture of specialty chemicals. In order to ensure relevance of the selected companies comprising the Closest Direct Peers and that the group consists of appropriate comparatives to Synalloy, the peer group does not include very small companies (under $50 million market cap) or companies that are meaningfully larger than the Company by market value (greater than $400 million market cap).

The Stockholder Group acknowledges the Staff’s comment and has revised its disclosure to provide the following:

“Selling, general and administrative expenses (‘SG&A’) as a percentage of revenue has risen dramatically during Mr. Bram’s tenure even as Synalloy shifts toward what is essentially a ‘holding company’ structure.³ The structure is supposed to allow for acquisitions of businesses capable of operating on their own. Unfortunately, we have found few instances in which these businesses have garnered any material benefit from leveraging a (rising) corporate cost base.”

Please see page 14 of the Proxy Statement.

The Stockholder Group acknowledges the Staff’s comment and has removed the reference to return on invested capital. Please see page 18 of the Proxy Statement.

³ Source: Company filings.

The Stockholder Group acknowledges the Staff’s comment and has revised the Proxy Statement accordingly. The calculation of Return on Average Assets = (FY0 Net Income from Continuing Operations) / ((FY0 Total Assets + FY-1 Total Assets)/2), and Total Leverage is defined as Total Debt / LTM Adjusted EBITDA. Please see page 18 of the Proxy Statement.

Proposal One – Election of Directors, pages 23-26

The Stockholder Group acknowledges the Staff’s comment and confirms that in the event that it selects a substitute or additional nominee prior to the Annual Meeting, the Stockholder Group will file an amended proxy statement that (1) identifies such nominee, (2) will only include a bona fide nominee and (3) includes disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominee.

Incorporation by Reference, page 37

The Stockholder Group acknowledges the Staff’s comment and has revised the Proxy Statement accordingly. The section heading has been revised to “CERTAIN ADDITIONAL INFORMATION” and the disclosure now provides:

“WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.”

Please see page 36 of the Proxy Statement. On a supplemental basis, the Stockholder Group advises the Staff that it is referring to the Company’s proxy statement with respect to Item 7 (Directors and executive officers), Item 8 (Compensation of directors and executive officers) and Item 9 (Independent public accountants) of Schedule 14A, notwithstanding that the instructions to (i) Item 7 provide “If, however, the solicitation is made on behalf of persons other than the registrant, the information required need be furnished only as to nominees of the persons making the solicitation,” (ii) Item 8 provide “However, if the solicitation is made on behalf of persons other than the registrant, the information required need be furnished only as to nominees of the persons making the solicitation and associates of such nominees,” and (iii) Item 9 provide “If the solicitation is made on behalf of the registrant…” for purposes of disclosure.

* * * * *

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.