Universal Logistics Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2024, UT Holdings LLC and 1502061 B.C. Ltd. (collectively, the “Purchasers”), which are wholly owned subsidiaries of Universal Logistics Holdings, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Agreement”) with Parsec Holdings, Inc., Budco Group, Inc. and certain of their related parties (collectively, the “Sellers”) to acquire the outstanding equity interests (the “Acquisition”) of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd. (collectively, the “Parsec Companies”). The Purchasers completed the Acquisition simultaneously with their signing of the Agreement on September 30, 2024.
The Purchasers paid the Sellers approximately $193.6 million in cash at closing for the Parsec Companies, of which approximately $2.6 million was placed into escrow to secure certain post-closing obligations of the Sellers. The purchase price is subject to a customary post-closing net working capital adjustment as of the closing date. The Agreement also includes customary representations, warranties and covenants by the parties. In addition, the Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party. The Company borrowed funds from its existing credit facility with KeyBank to finance the acquisition. After giving effect to the borrowings under the credit facility, the Company’s subsidiaries were in compliance with all of the facility’s covenants and approximately $81.7 million was available for borrowing on the revolver.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On September 30, 2024, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this Current Report.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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2.1* |
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99.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
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* Schedules to the Equity Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule upon the request of the SEC.
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.
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UNIVERSAL LOGISTICS HOLDINGS, INC. |
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Date: |
October 1, 2024 |
By: |
/s/ Steven Fitzpatrick |
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Steven Fitzpatrick |