Item 1.01 Entry into a Material Definitive Agreement. On January 15, 2021, Synalloy Corporation, a Delaware corporation ("Synalloy" or the "Company")), and its subsidiaries entered into a Credit Agreement (the "Credit Agreement") with BMO Harris Bank N.A. ("BMO"). The description of the Credit Agreement is set forth in Item 2.03 of this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. A copy of the press release announcing the execution of the Credit Agreement is attached as Exhibit 99.1 and is incorporated by reference herein.

The description of the Credit Agreement contained in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement. On January 15, 2021, Synalloy and its subsidiaries terminated the Third Amended and Restated Loan Agreement dated as of October 20, 2017, as amended, with Truist Bank (formerly Branch Banking & Trust) ("Truist"). The termination did not result in any material early termination penalties. Additionally, on January 15, 2021, Synalloy and its subsidiaries terminated the ISDA Master Agreement (interest rate swap agreement) dated as of August 2, 2012, as amended, with Truist, which termination resulted in a $46,250 termination payment to Truist.




Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 15, 2021, Synalloy and its subsidiaries, as borrowers, entered into
the Credit Agreement with BMO, as agent and sole lender, which provides the
Company a new, four-year revolving credit facility with up to $150 million of
borrowing capacity (the "Facility"). The Facility refinances and replaces the
Company's previous $100 million asset based revolving line of credit with
Truist, which was scheduled to mature on December 21, 2021, and the remaining
portion of the Company's five-year $20 million term loan with Truist, which was
scheduled to mature on February 1, 2024. The initial borrowing capacity under
the Facility totals $110 million.
In addition to refinancing the Company's previously existing bank debt, the
Facility will be used for ongoing working capital needs, capital expenditures,
and general corporate purposes. Interest on the revolving line of credit portion
of the Facility is calculated using the LIBOR Rate (as defined in the Credit
Agreement), plus 1.50%, subject to increase based on the calculation of
Applicable Margin (as defined in the Credit Agreement). Borrowings under the
revolving line of credit portion of the Facility are limited to an amount equal
to a Borrowing Base calculation (as defined in the Credit Agreement) that
includes eligible accounts receivable, inventory, machinery, and equipment.
Interest on the term portion of the Facility is calculated using the LIBOR Rate
(as defined in the Credit Agreement), plus 1.65%, subject to increase based on
the calculation of Applicable Margin (as defined in the Credit Agreement).
Pursuant to the Credit Agreement, Synalloy was required to pledge all of its
tangible and intangible properties, including the stock and membership interests
of its subsidiaries. The Credit Agreement does not include any financial
covenants so long as the availability under the Facility exceeds $11 million.
When availability falls below that threshold amount, the Credit Agreement
provides for a minimum fixed charge coverage ratio equal to 1.0 times.
Management does not believe that this springing covenant and the other
restrictions contained in the Credit Agreement will have an adverse effect on
the Company's operations.
The description of the Credit Agreement contained in this Current Report on Form
8-K is a summary and is qualified in its entirety by the terms of such
agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by
reference.


Item 9.01.  Financial Statements and Exhibits
(d) Exhibits
Exhibit Number             Description of Exhibit
  99.1                       Press Release issued by Synalloy Corporation on January 19, 2021
  99.2                       Credit Agreement among Synalloy Corporation, its subsidiaries, and BMO
                           Harris Bank N.A. dated January 15, 2021
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses