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    Rush Enterprises, Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

    12/14/21 5:11:10 PM ET
    $RUSHA
    Retail-Auto Dealers and Gas Stations
    Consumer Discretionary
    Get the next $RUSHA alert in real time by email
    rusha20211214_8k.htm
    false 0001012019 0001012019 2021-12-13 2021-12-13 0001012019 rusha:ClassACommonStockCustomMember 2021-12-13 2021-12-13 0001012019 rusha:ClassBCommonStockCustomMember 2021-12-13 2021-12-13

     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM 8-K
     
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported): December 13, 2021
     
    Rush Enterprises, Inc.
    (Exact name of registrant as specified in its charter)
     
    Texas
    (State or other jurisdiction
    of incorporation)
    0-20797
    (Commission File Number)
    74-1733016
    (IRS Employer Identification No.)
         
    555 IH-35 South, Suite 500
    New Braunfels, Texas
    (Address of principal executive offices)
     
    78130
    (Zip Code)
     
    Registrant’s telephone number, including area code: (830) 302-5200
     
    Not Applicable
    ______________________________________________
    (Former name or former address, if changed since last report.)
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Class A Common Stock, par value $0.01 per share
    RUSHA
    Nasdaq Global Select Market
    Class B Common Stock, par value $0.01 per share
    RUSHB
    Nasdaq Global Select Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
     
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     
     

     
     
    Item 2.01 Completion of Acquisition or Disposition of Assets.
     
    On December 13, 2021, certain subsidiaries of Rush Enterprises, Inc. (collectively, the “Company”) completed the acquisition of certain of the assets of Summit Truck Group, LLC and certain of its subsidiaries and affiliates (collectively, “Summit”) for a purchase price of approximately $205.0 million, excluding the real property associated with the transaction. The Company financed approximately $102.0 million of the purchase price under its floor plan and lease and rental truck financing arrangements and financed the remainder of the purchase price through cash on hand. In addition, the Company purchased certain real estate owned by Summit for a purchase price of approximately $56.0 million with cash on hand.
     
    The following chart sets forth the newly acquired dealerships’ commercial vehicle sales, leasing, rental, parts and service operations by location:
     
    Truck Center
    Location
    Franchise(s)
    Truck Sales
    Leasing
    Franchise
    Parts and Service
    Collision
    Center
    Real Estate
    Jonesboro, Arkansas
    International, IC Bus, Dennis Eagle
    Yes
    No
    Yes
    No
    Leased
    Lowell, Arkansas
    International, IC Bus, Isuzu, Dennis Eagle
    Yes
    Idealease
    Yes
    Yes
    Owned/Leased
    North Little Rock, Arkansas
    International, IC Bus, Dennis Eagle, Landoll
    Yes
    Idealease
    Yes
    Yes
    Owned
    Pine Bluff, Arkansas
    International, IC Bus, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Russellville, Arkansas
    International, IC Bus Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Kansas City, Kansas
    n/a
    No
    Idealease
    No
    No
    Owned
    Salina, Kansas
    International, Dennis Eagle
    No
    Idealease
    Yes
    No
    Owned
    Topeka, Kansas
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Wichita, Kansas
    International, Dennis Eagle
    Yes
    Idealease
    Yes
    No
    Owned
    Cape Girardeau, Missouri
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Joplin, Missouri
    International, Dennis Eagle
    Yes
    Idealease
    Yes
    Yes
    Owned
    Kansas City, Missouri
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Kansas City, Missouri
    n/a
    Yes
    No
    No
    No
    Leased
    Sedalia, Missouri
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    Springfield, Missouri
    International, Isuzu, Dennis Eagle
    Yes
    Idealease
    Yes
    No
    Owned
    St. Joseph, Missouri
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Owned
    West Plains, Missouri
    International, Dennis Eagle
    Yes
    No
    Yes
    No
    Leased
    Memphis, Tennessee
    International, Isuzu, Dennis Eagle
    Yes
    No
    Yes
    Yes
    Owned/Leased
    Memphis, Tennessee
    n/a
    No
    Idealease
    No
    No
    Owned
    Wichita Falls, Texas
    n/a
    n/a
    n/a
    n/a
    n/a
    Owned
     
    With respect to the Wichita Falls, Texas facility, the Company will operate it as a full-service Peterbilt commercial vehicle dealership. As shown above, the Company acquired the majority of the real property associated with the acquired assets and assumed the leases for the real property it did not purchase.
     
    Item 7.01 Regulation FD Disclosure.
     
    On December 14, 2021, the Company issued a press release announcing the completion of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
     
    Item 9.01 Financial Statements and Exhibits.
     
    Exhibit 99.1
    Rush Enterprises, Inc. press release dated December 14, 2021
    Exhibit 104
    Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
     

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
    RUSH ENTERPRISES, INC.
    Dated: December 14, 2021
    By:
    /s/ Derrek Weaver
    Executive Vice President
     
     
     
     
     
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